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 [ADDITIONAL BUYER]
(“[ADDITIONAL BUYER]”), 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 [ADDITIONAL BUYER] 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 a n d v a l uable consideration , the
undersigned parties hereby agree as follows:
1.
Ratification, Assumption and Joinder .
(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 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, [ADDITIONAL BUYER] 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 .
(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 a
