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Title: |
Term Royalty Agreement |
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Date: |
2005 |
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Preview shows 5KB of 81KB total |
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$38 |
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ID: |
#1539643 |
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<SEQUENCE>2
<FILENAME>ex10_42.txt
<DESCRIPTION>EXHIBIT 10.42
<TEXT>
TERM ROYALTY AGREEMENT
This Term Royalty Agreement (the "Agreement") is made and entered into this
17th day of May, 2005, by and between Energy Corporation of America, a West
Virginia corporation ("ECA"), and Eastern American Energy Corporation, a West
Virginia corporation ("Eastern" or "Seller"), and Black Stone Minerals Company,
L.P., a Delaware limited partnership, or its designees ("Buyer").
BACKGROUND
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WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, the Term Royalty Interest in accordance with the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the premises and mutual covenants and
conditions contained herein, the parties hereto, intending to be legally bound
hereby, agree as follows:
ARTICLE I. DEFINITIONS.
1. This Section 1 defines certain capitalized words, terms, and phrases
used in this Agreement. Certain other capitalized words, terms, and phrases
used in this Agreement may be defined elsewhere in this Agreement.
"Additional Lease" is defined in Section 12.01 of the Term Royalty
-----------------
Conveyance.
"Adjusted Completed Development Well Value" means, with respect to each
---------------------------------------------
Completed Development Well, the value obtained by multiplying for each Completed
Development Well drilled or caused to be drilled by Seller during any Annual
Period one (1) times the Working Interest (stated as a decimal fraction or 1.00,
where Seller holds a 100% Working Interest), that Seller is required to bear in
such Completed Development Well. For example, if Seller holds an eighty-five
percent (85%) Working Interest in a Completed Development Well, the computation
would be:
1 x .85 = .85
therefore, such Completed Development Well would have a .85 Adjusted Completed
Development Well Value.
"Affiliate" means, for any specified Person, another Person that controls,
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is controlled by, or is under common control with, the specified Person.
"Control," in the preceding sentence, refers to the possession by one Person,
directly or indirectly, of the right or power to direct or cause the direction
of the management and policies of another Person, whether through the ownership
of voting securities, by contract, or otherwise.
"AMI Areas" mean the areas depicted on the map set forth on Exhibit "B" as
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the Yawkey Freeman AMI and the PK AMI.
<PAGE>
"Annual Period" means the annual period commencing on April 1 of each year
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and ending on March 31 of the succeeding year.
"Business Day" means any day that is not a Saturday, Sunday, a holiday
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determined by the New York Stock Exchange, Inc. as "affecting 'ex' dates" or any
other day on which national banking institutions in New York, New York are
closed as authorized or required by law.
"Buyer" means Black Stone Minerals Company, L. P., a Delaware limited
-----
partnership or its permitted designees.
"Closing Date" shall have the meaning assigned in Section 10(a).
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"Completed Development Well" means the Wellbore of any Development Well
----------------------------
that is completed pursuant to Section 2.02 of the Development Agreement in the
Big Lime formation or deeper formations.
"Deed of Trust" means the Credit Line Deed of Trust from Seller to Buyer
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referenced in Section 12(b), substantially in the form attached hereto as
Exhibit "C".
"Development Agreement" means that certain Development Agreement between
----------------------
Seller and the Buyer referenced in Section 12(a) herein, substantially in the
form attached hereto as Exhibit "D".
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