EXHIBIT 10.1
RATIFICATION AND JOINDER AGREEMENT
This RATIFICATION AND
JOINDER AGREEMENT
dated as of December 17, 2007
(this "Agreement")
is made between The Bank of New York Trust
Company, N.A.
("BNY"), solely in its capacity as Trustee of Santa Fe Energy Trust
(BNY, solely
in its capacity as trustee of Santa Fe Energy Trust, being herein called the
"Trustee"; and the
Trustee, in its
capacity as the seller
of the Properties,
being sometimes
called herein
"Seller"),
Amen Properties, Inc., a Delaware
corporation ("Original
Buyer"), SFF Royalty,
LLC, a Delaware limited liability
company ("SFF
Royalty"), SFF
Production,
LLC, a Delaware
limited liability
company ("SFF Production") and XXXXX, an Oklahoma general
partnership
("XXXXX",
and collectively with SFF Royalty and SFF Production, the "Additional Buyers").
The Original Buyer and the Additional Buyers are individually
referred to herein
as a "Buyer" and
collectively as the "Buyers"). Capitalized terms used herein
but not otherwise
defined herein have
the meanings assigned
such terms in the
Purchase Agreement (as such term is defined below).
WHEREAS, the Seller
and the Original Buyer
entered into that
certain
Purchase and Sale
Agreement dated November 8, 2007 ("Purchase Agreement")
whereby Seller has agreed to sell the Properties to Original
Buyer;
WHEREAS, Original
Buyer desires to assign to XXXXX fifty percent (50%)
of Original Buyer's
undivided right, title and interest under the Purchase
Agreement to acquire the Properties, insofar as such Properties are
derived from
Subject Assets
that constitute royalty or overriding royalty leasehold
interests;
WHEREAS, in
accordance
with the terms of
Section 40 of the
Purchase
Agreement, Original
Buyer desires to
assign to SFF Royalty fifty percent (50%)
of Original Buyer's
undivided right, title and interest under the Purchase
Agreement to acquire the Properties, insofar as such Properties are
derived from
Subject Assets
that constitute royalty or overriding royalty leasehold
interests;
WHEREAS, in
accordance
with the terms of
Section 40 of the
Purchase
Agreement, Original
Buyer desires to
assign to SFF
Production all of Original
Buyer's undivided
right, title and interest under the Purchase Agreement to
acquire the
Properties, insofar as
such Properties
are derived
from Subject
Assets that
constitute
fee or leashold cost bearing interests (working
interests);
NOW, THEREFORE, for
good and valuable
consideration, the
undersigned
parties hereby agree as follows:
1. Ratification, Assumption and Joinder.
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(a) Each of the Additional Buyers hereby ratifies, assumes, and hereby
agrees to perform and
observe, each and every one of the
covenants,
rights,
promises, agreements, terms, conditions, obligations, appointments, duties and
liabilities of "Buyer"
under the Purchase
Agreement.
Each of the
Additional
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Buyers hereby agrees to be bound by the provisions of the Purchase
Agreement as
if each Additional Buyer had been an original party to the Purchase
Agreement.
(b) Each of the Buyers hereby agrees and acknowledges that the
provisions of this
Agreement and the addition and joinder of the Additional
Buyers to the Purchase
Agreement pursuant to
this Agreement is being agreed to
solely as an accommodation to the Buyers, and is not intended to and shall
not
expand or increase in any way any obligation or liability of Seller under the
Purchase Agreement
or relating in any way to the transactions contemplated
thereby.
(c) Each of the Buyers hereby further agrees and acknowledges
that any
obligation or liability of Seller under the Purchase Agreement
shall be strictly
limited to the
obligation or liability or amount thereof for which Seller
would
have been responsible or liable in the absence of this
Agreement.
(d) Subject Section
1(e) below,
the Original Buyer and each of the
Additional Buyers
hereby jointly and severally agree to indemnify defend, and
hold harmless the
Seller from and against any and all claims by any one or more
of the Buyers
for any damages or other amount or claim of any nature to
the
extent that any such
claim or claims result in a potential obligation or
liability of Seller in excess of the obligation or liability or amount
thereof
for which Seller would
have been responsible
or liable in the
absence of this
Agreement.
(e) Notwithstanding
anything to the contrary herein or in the Purchase
Agreement, XXXXX shall
not have any obligations or liabilities under Section 23
of the Purchase
Agreement to the extent such obligations or liabilities
arise
out of or are
attributable to the
ownership or
operation of any Properties
conveyed at Closing by Seller to SFF Production.
2. Relationship, Obligations and Claims of Buyers.
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(a) All references to the term "Buyer" in the Purchase Agreement or in
any other document or instrument executed and delivered or
furnished, or to
be
executed and delivered or furnished, in connection therewi
