PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT dated as of September 19, 2000, by and among Red
River Energy, L.L.C, an Oklahoma limited liability company ("Purchaser"); Duke
Energy Financial Services, LLC, a Delaware limited liability company, formerly
by way of conversion Duke Energy Financial Services, Inc., a Delaware
corporation ("Seller"); and Beta Oil & Gas, Inc., a Nevada corporation ("Beta").
TCM, L.L.C., an Oklahoma limited liability company ("Borrower"), joins in this
Agreement for the purpose of consenting to the transactions contemplated hereby
and making the covenants described below.
RECITALS:
WHEREAS, Borrower and Seller entered into that certain Credit Agreement
dated as of August 18, 1998, as amended (the "Credit Agreement"), pursuant to
which Seller extended credit to Borrower in an amount not to exceed
$2,500,000.00 to be used for the development of certain undeveloped methane gas
properties; and
WHEREAS, Seller made principal advances to Borrower under and pursuant to
the Credit Agreement, which indebtedness is evidenced by that certain Promissory
Note dated August 18, 1998 issued by Borrower to Seller in the face amount of
$2,500,000.00 (the "Note"); and
WHEREAS, the indebtedness evidenced by the Note is secured by a Mortgage,
Deed of Trust, Security Agreement, Financing Statement and Assignment of
Production dated as of August 18, 1998 covering certain oil and gas properties
and related fixtures, equipment, rights and other property, which instrument was
ratified and amended by that certain Ratification of and Amendment to Mortgage,
Deed of Trust, Security Agreement, Financing Statement and Assignment of
Production dated April 20, 1999 (collectively, the "Mortgage") and that certain
Security Agreement dated August 18, 1998 (the "Security Agreement") granting a
security interest on certain equipment and other property and rights of
Borrower; and
WHEREAS, pursuant to the Credit Agreement, Borrower has conveyed to Seller
certain overriding royalty interests in oil and gas properties owned by Borrower
(the "Overriding Royalty Interests") which are more fully described in Exhibit A
attached hereto and incorporated herein by reference; and
WHEREAS, Purchaser and Seller have agreed that Purchaser will purchase from
Seller and Seller will sell to Purchaser of all of Seller's right, title and
interest in and to the Note, the Mortgage, the Security Agreement, the
Overriding Royalty Interests and all of the Seller's other rights and interests
in the properties encumbered by the Mortgage to the extent such rights and
interests arose pursuant to the terms of the Credit Agreement, subject to the
terms, provisions and conditions set forth in this Agreement; and
1
<PAGE>
WHEREAS, Red River Energy, Inc., the parent of Purchaser, has entered into
an Agreement and Plan of Merger dated November 19, 1999, as amended, with Beta
pursuant to which Red River Energy, Inc. will become a wholly owned subsidiary
of Beta; and
WHEREAS, part of the consideration to be paid to Seller in connection with
the transactions contemplated hereby are shares of the common stock of Beta and
warrants which, upon exercise, would entitle the holder to purchase shares of
the outstanding common stock of Beta. NOW THEREFORE, in consideration of the sum
of $10.00 and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby covenant and
agree, as follows:
1. Purchase and Sale. For the consideration herein described, Purchaser
agrees to purchase and acquire from Seller, and Seller agrees to sell, assign,
convey and transfer, without warranty, express or implied except as set forth in
this Agreement, and without recourse, to Purchaser the Note. In addition, Seller
agrees to sell, assign, transfer and convey to Purchaser all of Seller's right,
title and interest in, to and under (i) the Mortgage and the Security Agreement,
and the liens, mortgages, charges, security interests, pledges and other rights
granted thereby and created therein (the "Security Documents") and (ii) the
Overriding Royalty Interests. By virtue of the consummation of the transactions
contemplated by this Agreement, Purchaser will acquire, succeed to and assume
all of the rights, titles and interests, as well as the duties, commitments and
obligations of Seller in, to, under and relating to the Note and the properties,
rights and interests covered by the Security Documents and the Overriding
Royalty Interests. All proceeds and revenues attributable to production from the
oil and gas properties encumbered by the Mortgage on and before the date of this
Agreement shall belong to Seller and all proceeds and revenues attributable to
production from the from the oil and gas properties encumbered by the Mortgage
after the date of this Agreement shall belong to Purchaser. In addition, all
proceeds and revenues attributable to production from the Overriding Royalty
Interests on and before the date of this Agreement shall belong to Seller and
all proceeds and revenues attributable to production from the Overriding Royalty
Interests after the date of this Agreement shall belong to Purchaser. If either
Seller or Purchaser should ever be paid or otherwise obtain possession of such
proceeds or revenues which belongs to the other pursuant hereto, such party
shall promptly remit such proceeds or revenues to the other.
2. Purchase Price. At Closing, Purchaser will pay to Seller cash in the
amount of $525,000.00. In addition, Beta will issue to Seller 10,000 shares of
its common stock plus 100,000 warrants (the "Warrants"), each of which, upon
exercise, will entitle the holder thereof to purchase one share of Beta common
stock at a price equal to 125% of the per share closing price of Beta common
stock as reported on the Nasdaq National Market at the close of business on the
last trading day immediately preceding the date of Closing. The warrants will be
exercisable for a period of 48 months and will be issued pursuant to the form of
Warrant Agreement attached hereto as Exhibit B incorporated herein by
referenced. The Warrants will be subject to call by Beta under the terms set
forth in the Warrant Agreement.
2
<PAGE>
3. Purchaser's Representations and Warranties. Purchaser has all requisite
power and authority to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and
performance by Purchaser of this Agreement have been duly authorized by all
requisite action by Purchaser and its member, this Agreement constitutes a valid
and binding obligation of Purchaser, enforceable against Purchaser in accordance
with its terms, except, in each case, as limited by (a) applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting the enforcement of creditors' rights and (b) general principles of
equity that restrict the availability of equitable remedies.
4. Seller's Representations and Warranties. (a) Seller has all requisite
power and authority to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and
performance by Seller of this Agreement have been duly authorized by all
requisite action by Seller, this Agreement constitutes a valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
except, in each case, as limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting the
enforcement of creditors' rights and (ii) general principles of equity that
restrict the availability of equitable remedies.
(b) Seller will assign, transfer and convey the Note, its interests in the
Security Documents and the Overriding Royalty Interests free and clear of any
lien, charge, encumbrance, security interest, pledge or other adverse claim
which may have been created by or which may exist by virtue of Seller's action
or inaction. Seller shall convey its title to the Overriding Royalty Interests
with a special warranty protecting Purchaser from adverse claims arising by,
through or under Seller but not otherwise.
(c) In connection with its acquisition of the shares of Beta common stock,
the Warrants and the shares of Beta common stock issuable upon exercise of the
Warrants (the "Securities"), Seller represents, warrants and covenants that:
(i) Seller is acquiring the Securities for investment purposes only
and not with a view to the distribution thereof. Seller acknowledges that
the issuance of the Securities has not been registered with the Securities
Exchange Commission under the Securities Act of 1933, as amended, or with
any state securities agencies or commission under any state securities or
blue sky laws. Seller will not sell, assign or otherwise transfer the
Securities or any portion thereof or interest therein except pursuant to a
registration statement that has been filed with and declared effective by
the Securities and Exchange Commission and any relevant state securities
agencies or commissions or such transaction is made in strict compliance
with the requirements and conditions of applicable exemptions from the
registration requirements of such acts.
(ii) Seller has received and reviewed copies of the Beta Annual Report
on Form 10-K for year ended December 31, 1999; Beta Quarterly Reports on
Form 10-Q for the periods ended September 30, 1999 and March 31, 2000 and
June 30, 2000, and copies of the definitive Proxy Statement prepared for
3
<PAGE>
use in connection with management's solicitation of proxies for its annual
meeting of shareholders to be held June 24, 2000. The said materials are
referred to herein collectively as the "Disclosure Materials". Seller has
had the opportunity to discuss Beta's business, management and financial
affairs with its President and Chief Executive Officer or other executive
officers of Beta and has had the opportunity to review Beta's plan of
operation. Seller understands that such discussions, as well as the
Disclosure Materials and any other written information issued by Beta were
intended to describe certain aspects of Beta's business and prospects which
it believes to be material but were not necessarily a thorough or
exhaustive description.
(iii) Seller further agrees that prior to the exercise of the Warrants
at a time when the issuance of the shares of Beta common stock pursuant to
the exercise of the Warrants has not been registered under the Securities
Act of 1933, as amended, it will deliver to Beta a written representation
that it is acquiring such shares for its own account for investment
purposes only, and not with a view to, or for sale in connection with, any
distribution thereof, and not with any present intention of distributing or
selling the same and its agreement that any resales or other transfers of
such shares will be subject to the same restrictions described in
subsection (i). above. Each certificate representing the Securities shall
be endorsed with the following legend:
(i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES ACT. NEITHER THE RECORD NOR THE BENEFICIAL OWNERSHIP OF
SAID SECURITIES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SAID SECURITIES UNDER SAID ACTS AND ANY OTHER
APPLICABLE STATE SECURITIES LAWS OR RULES UNLESS IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF SAID ACTS ARE AVAILABLE WITH RESPECT TO SUCH SALE OR
TRANSFER AND SAID SALE OR TRANSFER IS MADE PURSUANT TO AND IN STRICT
COMPLIANCE WITH THE TERMS AND CONDITIONS OF SAID EXEMPTIONS.
(ii) Any other legend required by any state securities laws.
5. Beta's Representations and Warranties. (a) Beta has all requisite power
and authority to execute, deliver and perform this Agreement and to consummate
the issuance of the Securities as contemplated hereby. The execution, delivery
and performance by Beta of this Agreement have been duly authorized by all
requisite action by Beta, this Agreement constitutes a valid and binding
obligation of Beta, enforceable against Beta in accordance with its terms,
except, in each case, as limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting the
enforcement of creditors' rights and (ii) general principles of equity that
restrict the availability of equitable remedies.
4
<PAGE>
(b) The authorization, issuance, sale and delivery of the shares of Beta
common stock and the Warrants, and the reservation of the shares of common stock
issuable upon exercise of the Warrants, have been duly authorized by all
requisite corporate action on the part of Beta. As of Closing, the Beta common
stock and Warrants and, upon their issuance pursuant to the exercise of the
Warrants in accordance with the Warrant Agreement, will be validly issued and
outstanding, fully paid and nonassessable (except for the obligation under the
Warrant Agreement to pay the exercise price upon an exercise of the Warrants),
with no personal liability attaching to the ownership thereof.
6. Conditions to Closing. Consummation of the transactions contemplated by
---------- -- --------
this Agreement shall be contingent upon the satisfaction or waiver of each of
the following conditions:
(a) The acquisition of Red River Energy, Inc. by Beta shall have been
consummated and Red River Energy, Inc. shall be a wholly owned subsidiary of
Beta.
(b) The representations and warranties of each of the parties shall be true
and correct at the time of Closing to the same effect as at the date of this
Agreement except as otherwise contemplated hereby.
(c) All third party consents, approvals and authority required to
consummate the transactions contemplated hereby shall have been received.
(d) The Closing shall occur no later than September 15, 2000.
7. No Merger of Title. It is contemplated and agreed by all the parties
hereto that the acquisition of the Note and Seller's rights in the Security
Documents and the Overriding Royalty Interests shall not constitute a
forgiveness of any portion of the indebtedness evidenced by the Note or a merger
of the rights, titles or interests represented by the Security Documents or the
Overriding Royalty Interests with any rights, titles or interests of Borrower.
8. Closing. At the Closing the following actions and deliveries shall be
-------
made:
(a) The Seller will execute and deliver to Purchaser the following:
(i) The Note endorsed with the phrase "Payable to the order of Red
River Energy, L.L.C., without warranty, express or implied except as set
forth in that certain Purchase Agreement dated as of September 19, 2000, by
and among Red River Energy, L.L.C., Duke Energy Financial, LLC and Beta Oil
& Gas, Inc., and without recourse."
(ii) An Assignment of the Mortgage in recordable form and substance
mutually acceptable to Seller and Purchaser and their respective counsel.
5
<PAGE>
(iii) An Assignment of Seller's rights under the Security Agreement in
form and substance mutually acceptable to Seller and Purchaser and their
respective counsel.
(iv) Assignments of Financing Statements on Form UCC-3 showing the
Purchaser to be the assignee of Seller's rights under the Security
Agreement and with respect to the other security interests securing the
indebtedness evidenced by the Note.
(v) Conveyances of Overriding Royalty Interests in the form attached
hereto as Exhibit C.
(b) At the Closing, Beta will deliver or cause to be delivered to Seller:
(i) Certificates evidencing 10,000 shares of the outstanding common
stock of Beta.
(ii) Executed Warrant Agreement in the form of Exhibit B hereto.
(iii) Executed Warrant Certificate issued in the name of Seller
evidencing 100,000 Warrants.
(c) Purchaser will wire transfer funds to Seller's account in the amount of
$525,000.
(d) Purchaser will deliver to Seller by check or other immediately
available funds in the amount of Seller's costs and expenses incurred in
connection with the negotiation and execution of this Agreement and consummation
of the transactions contemplated by this Agreement, including Seller's
reasonable attorneys' fees.
9. Borrower Covenants. Borrower hereby covenants and agrees that from the
-------- ----------
date of this Agreement and until the Closing:
(a) It will operate the properties in a reasonable and workmanlike manner,
consistent with the standards and practices of prudent operators of oil and gas
properties in the area; and
(b) It will apply the net proceeds from the production and sale of natural
gas and crude oil from the properties (determined after operating costs, taxes,
transportation costs and other costs or producing and marketing the natural gas
and oil from the properties) will be applied to the outstanding indebtedness
evidenced by the Note.
10. Piggyback Registration Rights. (a) If Beta at any time proposes to
--------- ------------ -------
register any shares of its common stock under the Securities Act of 1933, as
amended (the "Securities Act") on a form which permits inclusion of the shares
6
<PAGE>
of its common stock issued pursuant to this Agreement and any shares of its
common stock issued upon an exercise of the Warrants (collectively, the
"Shares"), it shall each such time give written notice to Seller of its
intention to do so. Upon the written request (stating the intended method of
disposition of such Shares) of Seller given within 30 days after receipt of any
such notice, Beta shall, unless registration for immediate public sale of all of
such requested Shares is determined by opinion of counsel satisfactory to such
holder or holders not to be required, or unless the underwriter of such offering
advises Beta that the inclusion of such Shares will adversely affect the market
for the securities being registered by Beta (in which latter event Beta's
obligation hereunder shall be limited to such number of Shares as the
underwriter reasonably believes compatible with the success of such offering),
use its best efforts to cause all of such Shares which Seller shall have
requested be registered to be registered under the Securities Act, all to the
extent requisite to permit the sale or other disposition by Seller of such
Shares so registered in the manner intended by such holder as set forth in such
request. If and whenever Beta is required by the provisions of this Section 10
to use its best efforts to effect the registration under the Securities Act of
any of the Shares issued upon an exercise of the Warrants, Beta shall, as
expeditiously as possible:
(i) furnish to Seller such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of
the Securities Act, and such other documents, as Seller may reasonably
request in order to facilitate the public sale or other disposition of such
Shares;
(ii) use every reasonable effort to register or qualify the Shares
covered by a registration statement under such other securities or Blue Sky
laws of such jurisdictions as Seller shall reasonably request, and do any
and all other acts and things which may be necessary under such securities
or Blue Sky laws to enable Seller to consummate the public sale or other
disposition in such jurisdiction of the such Shares covered by such
registration statement, except that Beta shall not for any such purpose be
required to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified or subject itself to taxation
in any such jurisdiction;
(iii) before filing the registration statement or any prospectus or
any amendment or supplement to the registration statement or any prospectus
with the Securities and Exchange Commission (the "Commission"), furnish
counsel to Seller with copies of all such documents proposed to be filed;
provided, however, that notwithstanding any other provisions of this
Section 10, Beta's obligation to register securities pursuant to this
Section 10 shall be limited such that (1) Beta shall have no obligation to
include any Shares in a registration statement under the Securities Act to
the extent Seller is, in the opinion of counsel satisfactory to such
holder, then eligible to resell all of such securities immediately under
Rule 144 of the Act; (2) Beta shall have no obligation to register on any
one occasion fewer than 10,000 Shares (adjusted for stock dividends, stock
split-ups and the like) or such lesser number as represents all of such
Shares outstanding entitled to registration rights under this Section 10;
(3) Beta shall be required to register such Shares only if and to the
extent that Seller furnishes Beta with a written statement of its intention
to sell and such other information as Beta may reasonably request; and (4)
Beta shall not be obligated to keep any registration statement filed in
accordance with this Section 10 effective for more than ninety days.
7
<PAGE>
(b) All expenses incurred in effecting the registrations provided for in
this Section 10, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel for Beta, expenses of
any audits incident to or required by any such registration and expenses of
complying with the securities or Blue Sky laws of any jurisdiction, but
excluding fees and disbursements of counsel for Seller and underwriting
commissions and discounts attributable to such Shares being sold by Seller shall
be paid by Beta.
(c) In the event of any registration of any of such Shares under the
Securities Act pursuant to this Section 10, Beta shall indemnify and hold
harmless Seller, each underwriter (as defined in the Securities Act), the
directors and officers of such underwriter, each other person who participates
in the offering of such securities and each other person, if any, who controls
(within the meaning of the Securities Act) Seller, such underwriter or
participating person against any losses, claims, damages or liabilities, joint
or several, to which Seller, such underwriter, director or officer,
participating person or controlling person may become subject under the
Securities Act or any other statute or at common law, in so far as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) an untrue statement or alleged untrue statement of a material
fact contained, on the effective date thereof, in any Registration Statement (or
a post-effective amendment to such Registration Statement, as the case may be)
under which such Shares were registered under the Securities Act, any
preliminary Prospectus or final Prospectus contained therein, or any summary
Prospectus issued in connection with such Shares, or any amendment or supplement
thereto, or (ii) an omission or alleged omission to state in any such document a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse each such seller, underwriter,
participating person or controlling person for any legal or other expenses
reasonably incurred by Seller, such underwriter, director or officer,
participating person or such controlling person in connection with investigating
or defending any such loss, damage, liability or any action with respect
thereto; provided, however, that Beta shall not be liable to any seller,
underwriter, director or officer, participating person, or controlling person in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement (or such
registration statement as post-effectively amended, as the case may be),
preliminary prospectus, final prospectus, summary prospectus, or amendment or
supplement thereto in reliance upon and in conformity with information furnished
to Beta by any Seller, such underwriter, director or officer, participating
person, or controlling person specifically for use therein. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of Seller, such underwriter, director or officer, participating person or
controlling person, and shall survive transfer of the such Shares by Seller;
(d) Seller, shall, by acceptance thereof, indemnify and hold harmless each
other holder of any such Shares, Beta, its directors and officers, each
underwriter (as defined in the Securities Act), the directors and officers of
8
<PAGE>
such underwriter, and each other person, if any, who controls Beta or any
underwriter, against any losses, claims, damages, or liabilities, joint or
several, to which any such other holder, Beta, any such director or officer, any
such underwriter, or any such controlling person may become subject under the
Securities Act or any other statute or at common law, in so far as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) an untrue statement or alleged untrue statement of material
fact contained, on the effective date thereof, in any registration statement (or
a post-effective amendment to such registration statement, as the case may be)
under which such Shares were registered under the Securities Act at the request
of Seller, any preliminary prospectus or final prospectus contained therein, or
any summary prospectus issued in connection with such Shares or any amendment or
supplement thereto, or (ii) an omission or alleged omission to state in any such
document a material fact required to be stated therein or necessary to make the
statements therein not misleading, in the case of (i) or (ii) to the extent, but
only to the extent, that such untrue statement or omission or alleged untrue
statement or alleged omission was made in such registration statement,
preliminary prospectus, final prospectus, summary prospectus, or amendment or
supplement thereto in reliance upon and in conformity with information furnished
to Beta by Seller specifically for use therein, and shall reimburse Beta, each
such other holder, underwriter, director or officer, or controlling person for
any legal or any other expenses reasonably incurred in connection with
investigating or defending any such loss, claim, damage, liability or any action
with respect thereto.
(e) Indemnification similar to that specified in subsections (c) and (d) of
this Section 10 shall be given by Beta and each holder of any of such Shares
(with such modifications as shall be appropriate) covered by any registration or
other qualification of securities under any federal or state securities law or
regulation other than the Securities Act with respect to any such registration
or other qualification effected pursuant to this Section 10.
(f) Within 30 days after receipt by an indemnified party under subsections
(c), (d) or (e) of this Section 10 of a complaint, claim or other notice of any
loss, claim, damage, liability or action giving rise to a claim for
indemnification under any such subsections, such indemnified party shall if a
claim in respect thereof is to be made against the indemnifying party under such
subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under such subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnified party), and, after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party under such subsection for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation.
9
<PAGE>
11. Consent to Transactions. By execution and delivery of this Agreement to
------- -- ------------- -
Seller, Borrower consents to the transactions contemplated under this Agreement.
12. Entire Agreement. This Agreement is the entire agreement between the
------ ----------
parties and shall supersede all prior agreements, documents or other instruments
with respect to the matters covered hereby.
13. Costs and Expenses. The reasonable costs and expenses incurred by
Seller in connection with the negotiation and execution of this Agreement and
consummation of the transactions contemplated by this Agreement, including its
reasonable attorneys' fees, shall be paid by Purchaser. Except as specifically
provided in the foregoing sentence, each party will pay its own costs and
expenses incurred in connection with the negotiation and execution of this
Agreement and the consummation of the transactions contemplated hereby.
14. Governing Law. The terms and conditions of this Agreement shall be
--------- ----
governed by, and interpreted in accordance with the provisions of, the laws of
the State of Oklahoma.
15. Descriptive Headings and Captions. Descriptive headings and captions
----------- -------- --- ---------
are for convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement, or determining the rights,
obligations or liabilities of any party hereto.
16. Successors and Assigns. This Agreement shall be binding upon and inure
---------- --- --------
to the benefit of and be enforceable by the successors and assigns of the
parties hereto.
17. Counterparts. This Agreement may be executed in any number of
-------------
counterparts, each of which when so executed shall be deemed an original, but
all of which together shall constitute one and the same instrument.
18. Further Acts. Each party shall take such action or execute such
------- -----
documents, deeds, instruments of transfer or assignments as the parties deem
necessary and proper to accomplish the transactions contemplated herein.
19. No Effect on Other Agreements. Each party agrees that the execution,
delivery and performance of this Agreement shall have no effect on that certain
Gas Gathering and Purchase Agreement dated August 18, 1998, by and between Duke
Energy Field Services, Inc. and Borrower or on other similar agreements.
10
<PAGE>
THIS AGREEMENT has been executed and delivered as of the date indicated
above by the parties hereto listed below.
DUKE ENERGY FINANCIAL SERVICES, LLC
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
RED RIVER ENERGY, L.L.C.
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
BETA OIL & GAS, INC.
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
TCM, L.L.C.
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
11
<PAGE>
