AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT OF SALE AND PURCHASE (this 'AGREEMENT') dated October
5, 1995, is made by and between Yellowhouse Project Co., a Delaware corporation
(hereinafter called 'SELLER'), and Harken Energy West Texas, Inc., a Delaware
corporation (hereinafter called 'BUYER');
W I T N E S S E T H:
1. PROPERTY TO BE SOLD AND PURCHASED. Seller agrees to sell and
Buyer agrees to purchase, for the consideration hereinafter set forth, and
subject to the terms and provisions herein contained, the following described
properties, rights and interests:
(a) All right, title and interest of Seller in and to the
oil, gas and/or mineral leases described on Exhibit A hereto (and any
ratifications and/or amendments to such leases, whether or not such
ratifications or amendments are described on Exhibit A); and
(b) Without limitation of the foregoing, all other right,
title and interest (of whatever kind or character, whether legal or
equitable, and whether vested or contingent) of Seller in and to the
lands described on Exhibit A hereto or described in any of the leases
described on Exhibit A (including, without limitation, interests in
oil, gas and/or mineral leases, overriding royalties, production
payments, net profits interests, fee mineral interests, fee royalty
interests and other interests insofar as they cover such lands); and
(c) All rights, titles and interests of Seller in and to, or
otherwise derived from, (i) all oil, gas and/or mineral unitization,
pooling, and/or communitization agreements, declarations and/or
orders, (ii) to the extent the same create rights among the parties
thereto to share in production from the contract areas covered
thereby, operating and similar agreements, and (iii) all amendments or
modifications of the foregoing, which relate to the properties
described in subsections (a) and (b) above; and
(d) All rights, titles and interests of Seller in and to all
presently existing and valid production sales contracts, operating
agreements, rights of way, and other agreements and contracts which
relate to any of the properties described in subsections (a), (b) and
(c) above, to the extent, and only to the extent, such rights, titles
and interests are attributable to the properties described in
subsections (a), (b) and (c) above; and
(e) All rights, titles and interests of Seller in and to all
materials, supplies, machinery, equipment, improvements and other
personal property and fixtures (including, but not by way of
limitation, all wells, wellhead equipment, pumping units, flowlines,
tanks, buildings, injection facilities, saltwater disposal
facilities, compression facilities, gathering systems, and other
equipment) located on the properties described in subsections (a), (b)
and (c) above and used in connection with the exploration,
development, operation or maintenance thereof.
The properties and interests specified in the foregoing subsections (a), (b)
and (c) are herein sometimes collectively called the 'OIL AND GAS PROPERTIES,'
and the properties and interests specified in the foregoing subsections (a),
(b), (c), (d) and (e) are herein sometimes collectively called the
'PROPERTIES'.
2. ASSUMPTION OF INDEBTEDNESS. Buyer agrees to assume the
indebtedness evidenced by those certain promissory notes (the 'NOTES') dated
October 5, 1995, from Seller to Internationale Nederlanden (U.S.) Capital
Corporation ('ING'), New England Mutual Life Insurance Company ('NEW ENGLAND')
and EnCap 1989-I Limited Partnership ('ELP') in the aggregate principal amount
of $750,000 (the 'ASSUMED DEBT'). The Assumed Debt will be assumed by Buyer in
accordance with certain documents executed at Closing as hereinafter provided.
3. REPRESENTATIONS OF SELLER. Seller represents to Buyer that:
(a) ORGANIZATION AND QUALIFICATION. Seller is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, and is qualified to do
business and in good standing in the State of Texas.
(b) DUE AUTHORIZATION. Seller has full power to enter
into and perform its obligations under this Agreement and has taken
all proper action to authorize entering into this Agreement and the
performance of its obligations hereunder.
(c) APPROVALS. Except for approvals ('ROUTINE
GOVERNMENTAL APPROVALS') required to be obtained from governmental
entities who are lessors under leases forming a part of the Oil and
Gas Properties (or who administer such leases on behalf of such
lessors) which are customarily obtained post-closing and which Seller
has no reason to believe cannot be obtained, neither the execution and
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, nor the compliance with the terms hereof, will
result in any default under any agreement or instrument to which
Seller is a party or by which the Oil and Gas Properties are bound, or
violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Seller or to the Oil and Gas Properties.
(d) VALID, BINDING AND ENFORCEABLE. This Agreement
constitutes (and the Conveyance will, when executed and delivered,
constitute) the legal, valid and binding obligation of Seller,
enforceable in accordance with their respective terms, except as
limited by bankruptcy or other laws applicable generally to creditor's
rights and as limited by general equitable principles.
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(e) LITIGATION. There are no pending suits, actions, or
other proceedings in which Seller is a party and has been served with
process (or, to the best of Seller's knowledge, which have been
threatened to be instituted against Seller) which affect the Oil and
Gas Properties in any material respect (including, without limitation,
any actions challenging or pertaining to Seller's title to any of the
Oil and Gas Properties), or affecting the execution and delivery of
this Agreement or the consummation of the transactions contemplated
hereby.
(f) SPECIAL TITLE WARRANTY. Seller hereby binds itself
to warrant and forever defend all and singular title to the Oil and
Gas Properties unto Buyer, its successors and assigns, against every
person lawfully claiming or to claim the same or any part thereof, by,
through and under Seller, but not otherwise.
4. REPRESENTATIONS OF BUYER. Buyer represents to Seller that:
(a) ORGANIZATION AND QUALIFICATION. Buyer is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, and is qualified to do
business and in good standing in the State of Texas.
(b) DUE AUTHORIZATION. Buyer has full power to enter
into and perform its obligations under this Agreement and has taken
all proper action to authorize entering into this Agreement and the
performance of its obligations hereunder.
(c) APPROVALS. Except for Routine Governmental
Approvals, neither the execution and delivery of this Agreement, nor
the consummation of the transactions contemplated hereby, nor the
compliance with the terms hereof, will result in any default under any
agreement or instrument to which Buyer is a party, or violate any
order, writ, injunction, decree, statute, rule or regulation
applicable to Buyer.
(d) VALID, BINDING AND ENFORCEABLE. This Agreement
constitutes the legal, valid and binding obligation of Buyer,
enforceable in accordance with its terms, except as limited by
bankruptcy or other laws applicable generally to creditor's rights and
as limited by general equitable principles.
(e) NO LITIGATION. There are no pending suits, actions,
or other proceedings in which Buyer is a party and has been served
with process (or, to Buyer's knowledge, which have been threatened to
be instituted against Buyer) which affect the execution and delivery
of this Agreement or the consummation of the transactions contemplated
hereby.
(f) KNOWLEDGEABLE BUYER, NO DISTRIBUTION. Buyer is a
knowledgeable purchaser, owner and operator of oil and gas properties,
has the ability to evaluate (and in fact has evaluated) the Oil and
Gas Properties for purchase, and is acquiring the Oil and Gas
Properties for its own account and not with the intent to make a
distribution in
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violation of the Securities Act of 1933, as amended (and the rules and
regulations pertaining thereto) or in violation of any other
applicable securities laws, rules or regulations.
5. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER. The
obligations of Buyer under this Agreement are subject to each of the following
conditions being met:
(a) REPRESENTATIONS TRUE AND CORRECT. Each and every
representation of Seller under this Agreement shall be true and
accurate in all material respects as of the date when made and shall
be deemed to have been made again at and as of the time of Closing and
shall at and as of such time of Closing be true and accurate in all
material respects except as to changes specifically contemplated by
this Agreement or consented to by Buyer.
(b) COMPLIANCE WITH COVENANTS AND AGREEMENTS. Seller
shall have performed and complied in all material respects with (or
compliance therewith shall have been waived by Buyer) each and every
covenant and agreement required by this Agreement to be performed or
complied with by Seller prior to or at the Closing.
(c) EXECUTION OF JOA. The current operator of the Oil
and Gas Properties shall have executed and delivered a new operating
agreement or agreements for the Oil and Gas Properties in a form
satisfactory to Buyer (the 'JOA').
(d) EXECUTION OF RELATED AGREEMENTS. The Restructuring
Agreement (P&P) by and among Seller, Parker & Parsley Petroleum
Company, ING, New England and ELP, and all other documents and
instruments contemplated thereby, shall have been executed and
delivered by the parties thereto. The Restructuring and Sale Agreement
(Harken) by and among Harken Energy Corporation, Buyer, ING, New
England and ELP, and all other documents and instruments contemplated
thereby, shall have been executed and delivered by the parties
thereto. The agreements, documents and other instruments described in
this subsection (d) shall be herein called the 'RELATED DOCUMENTS'.
(e) LITIGATION. No suit, action or other proceedings
shall, on the date of Closing, be pending or threatened before any
court or governmental agency seeking to restrain, prohibit, or obtain
damages or other relief in connection with the consummation of the
transactions contemplated by this Agreement.
If any such condition on the obligations of Buyer under this Agreement is not
met as of the Closing Date and Buyer is not in breach of its obligations
hereunder in the absence of Seller being in material breach of its obligations
hereunder, this Agreement may, at the option of Buyer, be terminated. In the
event such a termination by Buyer occurs the parties shall have no further
obligations to one another hereunder (other than the obligations under Section
11 hereof, which will survive such termination).
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6. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER. The
obligations of Seller under this Agreement are subject to each of the following
conditions being met:
(a) REPRESENTATIONS TRUE AND CORRECT. Each and every
representation of Buyer under this Agreement shall be true and
accurate in all material respects as of the date when made and shall
be deemed to have been made again at and as of the time of Closing and
shall at and as of such time of Closing be true and accurate in all
material respects except as to changes specifically contemplated by
this Agreement or consented to by Seller.
(b) COMPLIANCE WITH COVENANTS AND AGREEMENTS. Buyer
shall have performed and complied in all material respects with (or
compliance therewith shall have been waived by Seller) each and every
covenant and agreement required by this Agreement to be performed or
complied with by Buyer prior to or at the Closing.
(c) EXECUTION OF JOA. The current operator of the oil
and gas properties shall have executed and delivered the JOA.
(d) EXECUTION OF RELATED AGREEMENTS. The Related
Agreements shall have been executed and delivered by the parties
thereto.
(e) LITIGATION. No suit, action or other proceedings
shall, on the date of Closing, be pending or threatened before any
court or governmental agency seeking to restrain, prohibit, or obtain
damages or other relief in connection with the consummation of the
transactions contemplated by this Agreement.
If any such condition on the obligations of Seller under this Agreement is not
met as of the Closing Date and Seller is not in breach of its obligations
hereunder in the absence of Buyer being in material breach of its obligations
hereunder, this Agreement may, at the option of Seller, be terminated, in which
case the parties shall have no further obligations to one another hereunder
(other than the obligations under Section 11 hereof, which will survive such
termination).
7. CLOSING. The closing (herein called the 'CLOSING') of the
transaction contemplated hereby shall take place in the offices of Thompson & Knight, P.C., at 1700 Pacific, Dallas, Texas, on October 5, 1995, at 11:00 a.m.
local time, or at such other date and time as the Buyer and Seller may mutually
agree upon (such date and time being herein called the 'CLOSING DATE'). At the
Closing:
(a) DELIVERY OF CONVEYANCE. Seller shall execute,
acknowledge and deliver to Buyer (i) the 'CONVEYANCE' (as herein
called), in the form attached hereto as Schedule I (and with Exhibit A
hereto being attached thereto), effective as to runs of oil and
deliveries of gas and for all other purposes as of 7:00 a.m., local
time at the locations of the Oil and Gas Properties, respectively, on
April 1, 1995 (herein called
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: PAGE> 6
the 'EFFECTIVE DATE'), and (ii) the 'MINERAL DEED' (as herein called),
in the form attached hereto as Schedule II, effective as of 7:00 a.m.,
local time, on the Effective Date.
(b) NON-FOREIGN STATUS AFFIDAVIT. If Buyer so requests,
Seller will execute and deliver to Buyer an affidavit or other
certification (as permitted by such code) that Seller is not a
'foreign person' within the meaning of Section 1445 (or similar
provisions) of the Internal Revenue Code of 1986, as amended (i.e.,
Seller is not a non-resident alien, foreign corporation, foreign
partnership, foreign trust or foreign estate as those terms are
defined in such code and regulations promulgated thereunder).
(c) LETTERS IN LIEU. If Buyer so requests, Seller shall
execute and deliver letters in lieu of transfer orders (or similar
documentation), in form reasonably acceptable to both parties.
(d) PAYMENT. Seller will wire transfer, or will cause to
be wire transferred, to Buyer cash in the amount of $200,000.
At the Closing, Seller will also deliver to Buyer all of Seller's lease files,
abstracts and title opinions, division order files, production records, well
files, and other similar files and records which relate to the Oil and Gas
Properties, other than those which Seller cannot provide to Buyer without, in
its opinion, breaching, or risking a breach of, confidentiality agreements with
other parties. As soon as reasonably practicable after the Closing and, in any
event, within 30 days after the Closing Date, Seller will deliver to Buyer all
accounting records (but not including any general financial records or tax
accounting records) of Seller which relate to the Oil and Gas Properties.
8. CERTAIN ACCOUNTING ADJUSTMENTS.
(a) Appropriate adjustments shall be made between Buyer and Seller so
that (i) all expenses (including, without limitation, all drilling costs, all
capital expenditures and all overhead charges under applicable operating
agreements) which are incurred in the operation of the Oil and Gas Properties
before the Effective Date will be borne by Seller and all proceeds (net of
applicable production, severance, and similar taxes) from sales of oil, gas
and/or other minerals which are produced from (or attributable to) the Oil and
Gas Properties before the Effective Date will be received by Seller, and (ii)
all expenses (including, without limitation, all drilling costs, all capital
expenditures and all overhead charges under applicable operating agreements)
which are incurred in the operation of the Oil and Gas Properties after the
Effective Date will be borne by Buyer and all proceeds (net of applicable
production, severance, and similar taxes) from the sale of oil, gas and/or
other minerals which were produced from (or attributable to) the Oil and Gas
Properties after the Effective Date will be received by Buyer. It is agreed
that, in making such adjustments: (A) oil which was produced from the Oil and
Gas Properties and which was, on the Effective Date, stored in tanks located on
the Oil and Gas Properties and above pipeline connections shall be deemed to
have been
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produced before the Effective Date to the extent that written records indicate
such tanks were gauged on such date; otherwise oil shall be deemed to have been
produced prior to the Effective Date to the extent of the latest written record
of oil produced prior to the Effective Date, whether it be a prior tank
reading, run ticket or other record of physical measurement; (B) ad valorem and
similar taxes assessed with respect to a period which the Effective Date splits
shall be prorated based on the number of days in such period which fall on each
side of the Effective Date (with the day on which the Effective Date falls
being counted in the period after the Effective Date); and (C) no consideration
shall be given to the local, state or federal income tax liabilities of any
party.
(b) Three days prior to, and for the purposes of, the Closing, the
parties shall determine, based upon billings and payments received to that
point, the amount of the adjustments provided for above. If, based on the
foregoing, it is determined that an amount is owed to Buyer, Seller shall
tender to Buyer at Closing an amount equal to 100% of such amount less any
portion thereof that has been previously tendered to ING, New England and ELP
as payment on those certain promissory notes dated May 22, 1992, executed by
Seller in favor of ING, New England and ELP in an aggregate principal amount
equal to $12,000,000. If, based on the foregoing, it is determined that an
amount is owed to Seller, Buyer shall tender to Seller at Closing an amount
equal to 100% of such amount. On or before 90 days after Closing, Buyer and
Seller shall review any additional information which may then be available
pertaining to the adjustments provided for above, shall determine if any
additional adjustments (whether the same be made to account for expenses or
revenues not considered in making the adjustments made at Closing, or to
correct errors made in such adjustments) should be made beyond those made at
Closing, and shall make any such adjustments by appropriate payments from
Seller to Buyer or from Buyer to Seller. Following such final adjustment, no
further such adjustments shall be made pursuant to this Section.
9. INDEMNIFICATION. Buyer shall agree (and, upon the delivery to Buyer
of the documents and cash referenced in Section 7, shall be deemed to have
agreed), (a) to assume, and to timely pay and perform, all duties, obligations
and liabilities relating to (i) the Assumed Debt or (ii) the ownership and/or
operation of the Oil and Gas Properties, whether arising before, on or after
the Closing Date (including, without limitation, those arising under the
contracts and agreements related to the Oil and Gas Properties), and (b) to
indemnify and hold Seller, its affiliates, and its and their directors,
officers, employees, attorneys and agents harmless from and against any and all
claims, actions, causes of action, liabilities, damages, losses, costs or
expenses (including, without limitation, court costs and attorneys' fees) of
any kind or character arising out of or otherwise relating to (i) the Assumed
Debt or (ii) the ownership and/or operation of the Oil and Gas Properties,
whether arising before, on or after the Closing Date. THE FOREGOING ASSUMPTIONS
AND INDEMNIFICATIONS BY BUYER SHALL APPLY WHETHER OR NOT SUCH DUTIES,
OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION,
LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (A) NEGLIGENCE
(INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR
PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT
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INCLUDING GROSS NEGLIGENCE) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (B)
STRICT LIABILITY. Seller and Buyer agree that Buyer shall be subrogated to any
and all claims, defenses, rights of setoff and other rights that Seller may
have arising in connection with the ownership and/or operation of the Oil and
Gas Properties on or before the Closing Date.
10. NO COMMISSIONS OWED. Seller agrees to indemnify and hold harmless
Buyer (and its affiliates, and its and their respective officers, directors,
employees, attorneys, contractors and agents) from and against any and all
claims, actions, causes of action, liabilities, damages, losses, costs or
expenses (including, without limitation, court costs and attorneys fees) of any
kind or character arising out of or resulting from any agreement, arrangement
or understanding alleged to have been made by, or on behalf of, Seller with any
broker or finder in connection with this Agreement or the transaction
contemplated hereby. Buyer agrees to indemnify and hold harmless Seller (and
its affiliates and its and their respective officers, directors, employees,
attorneys, contractors and agents) from and against any and all claims,
actions, causes of action, liabilities, damages, losses, costs or expenses
(including, without limitation, court costs and attorneys fees) of any kind or
character arising out of or resulting from any agreement, arrangement or
understanding alleged to have been made by, or on behalf of, Buyer with any
broker or finder in connection with this Agreement or the transaction
contemplated hereby.
11. NOTICES. All notices and other communications required under this
Agreement shall (unless otherwise specifically provided herein) be in writing
and be delivered personally, by recognized commercial courier or delivery
service which provides a receipt, by telecopier (with receipt acknowledged), or
by registered or certified mail (postage prepaid), at the following addresses:
If to Buyer: Harken West Texas, Inc.
5605 N. MacArthur, Suite 400
Irving, Texas 75038
Telecopier No.: (214) 753-6955
Attention: Mikel D. Faulkner, Chairman
with a copy to:
Larry E. Cummings, General Counsel
If to Seller: Yellowhouse Project Co.
303 West Wall Avenue, Suite 101
Midland, Texas 79701
Attention: T.A. Leach, Vice President
Telecopier No.: (915) 571-5050
and shall be considered delivered on the date of receipt. Either Buyer or
Seller may specify as its proper address any other post office address within
the continental limits of the United
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States by giving notice to the other party, in the manner provided in this
Section, at least ten (10) days prior to the effective date of such change of
address.
12. SURVIVAL OF PROVISIONS. All representations and warranties
made herein by Buyer and Seller shall be continuing and shall be true and
correct on and as of the date of Closing with the same force and effect as if
made at that time (and shall inure to the benefit of the respective successors
and assigns of Buyer and Seller), and all of such representations and
warranties shall survive the Closing and the delivery of the Conveyance. The
obligations of the parties under Section 7 (to the extent the same are, by
mutual agreement, not performed at Closing), and Sections 8, 9, 10, 11, 12 and
13 shall (subject to any limitations set forth therein) also survive the
Closing and the delivery of the Conveyance and the Mineral Deed.
13. MISCELLANEOUS MATTERS.
(a) FURTHER ASSURANCES. After the Closing, Seller and
Buyer shall execute and deliver, and shall otherwise cause to be
executed and delivered, from time to time, such further instruments,
notices, division orders, transfer orders and other documents, and do
such other and further acts and things, as may be reasonably necessary
to more fully and effectively accomplish the intent and purpose of
this Agreement, including (without limitation) the grant, conveyance
and assignment of the Properties to Buyer.
(b) DECEPTIVE TRADE PRACTICES WAIVER. To the extent
applicable to the transaction contemplated hereby or any portion
thereof, Buyer waives the provisions of the Texas Deceptive Trade
Practices Act (Sections 17.41 through 17.63, inclusive of the Texas
Business and Commerce Code, other than Section 17.555 which is not
waived. In connection with such waiver, Buyer hereby represents
warrants to Seller that Buyer (i) is in the business of seeking or
acquiring by purchase or lease, goods, or services, for commercial or
business use, (ii) has knowledge and experience in financial and
business matters that enable it to evaluate the merits and risks of
the transaction contemplated hereby, (iii) is not in a significantly
disparate bargaining position and (iv) has assets of $5,000,000 or
more according to its most recent financial statement.
(c) PARTIES BEAR OWN EXPENSES. Each party shall bear and
pay all expenses (including, without limitation, legal fees) incurred
by it in connection with the transaction contemplated by this
Agreement.
(d) ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements, understandings,
negotiations, and discussions among the parties with respect to such
subject matter; provided that any Confidentiality Agreement executed
by Buyer and Seller in connection with the transaction contemplated
hereby remains in full force and effect and is not superseded or
modified by this Agreement.
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(e) AMENDMENTS, WAIVERS. This Agreement may be amended,
modified, supplemented, restated or discharged (and provisions hereof
may be waived) only by an instrument in writing signed by the party
against whom enforcement of the amendment, modification, supplement,
restatement or discharge (or waiver) is sought.
(f) CHOICE OF LAW. Without regard to principles of
conflicts of law, this Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Texas
applicable to contracts made and to be performed entirely within such
state and the laws of the United States of America.
(g) HEADINGS, TIME OF ESSENCE, ETC. The descriptive
headings contained in this Agreement are for convenience only and
shall not control or affect the meaning or construction of any
provision of this Agreement. Within this Agreement words of any
gender shall be held and construed to cover any other gender, and
words in the singular shall be held and construed to cover the plural,
unless the context otherwise requires. Time is of the essence in this
Agreement.
(h) NO ASSIGNMENT. Neither party shall have the right to
assign its rights under this Agreement, without the prior written
consent of the other parties first having been obtained.
(i) SUCCESSORS AND ASSIGNS. Subject to the limitation on
assignment contained in subsection (h) above, the Agreement shall be
binding on and inure to the benefit of the parties hereto and their
respective successors and assigns.
(j) CONSENT OF LENDERS. By joining in the execution of
this Agreement, ING, New England and ELP hereby evidence their consent
to the purchase and sale contemplated hereby, as required by the terms
of that certain Loan Agreement dated May 22, 1995, by and among
Seller, ING, New England and ELP, as amended.
(k) COUNTERPART EXECUTION. This Agreement may be
executed in counterparts, all of which are identical and all of which
constitute one and the same instrument. It shall not be necessary for
Buyer and Seller to sign the same counterpart.
(l) TO THE BEST OF KNOWLEDGE. The phrase 'to the best
knowledge of Seller' and other terms of similar import used in this
Agreement shall mean only Seller's existing actual knowledge and are
not intended to imply that Seller in fact has actual knowledge of the
subject matter to which such terms apply; accordingly, except as may
be otherwise noted herein, Seller has not made any independent
verification of or inquiry with respect to any facts relevant to such
matter.
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IN WITNESS WHEREOF, this Agreement is executed by the parties hereto
on the date set forth above.
YELLOWHOUSE PROJECT CO.
By: /s/ David W. Copeland
----------------------------------
Name: David W. Copeland
Title: Vice President
HARKEN ENERGY WEST TEXAS, INC.
By: /s/ Larry E. Cummings
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Name: Larry E. Cummings
Title: Vice President and Secretary
INTERNATIONALE NEDERLANDEN (U.S.)
CAPITAL CORPORATION
By: /s/ Barry Borak
----------------------------------
Name: Barry Borak
Title: Vice President
NEW ENGLAND MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Michael T. Zonghetti
----------------------------------
Name: Michael T. Zonghetti
Title: Investment Officer
ENCAP 1989-I LIMITED PARTNERSHIP
By: /s/ Robert L. Zorich
----------------------------------
Name: Robert L. Zorich
Title: Managing Director
Agreement of Sale and Purchase - Yellowhouse Project Co. and Harken Energy West Texas Inc.
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