LOMAK PETROLEUM INC
8-K, 1995-07-13
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1
                                      
                                      
                                      
                      SECURITIES AND EXCHANGE COMMISSION
                                      
                                      
                            Washington, D.C. 20549
                                 ___________
                                      
                                      
                                   FORM 8-K
                                      
                                      
                                CURRENT REPORT
                                      
                                      
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                                      
                                      
                     SECURITIES AND EXCHANGE ACT OF 1934
                                      
                                      
        Date of Report (date of earliest event reported) July 13, 1995
                                      
                                      
                                      
                            LOMAK PETROLEUM, INC.
            (Exact name of registrant as specified in its charter)
                        COMMISSION FILE NUMBER 0-9592
                                      
                                      
            DELAWARE                                   34-1312571
  (State or other jurisdiction                       (IRS Employer
of incorporation or organization)               Identification Number)


        500 THROCKMORTON STREET                         76102
           FORT WORTH, TEXAS                          (Zip Code)
(Address of principal executive offices)



     Registrant's telephone number, including area code:  (817) 870-2601
<PAGE>   2
ITEM 2.          ACQUISITION OR DISPOSITION OF ASSETS.

         On June 30, 1995, Lomak Petroleum, Inc. ("Lomak") executed a purchase
and sale agreement with a subsidiary of Parker & Parsley Petroleum Company
("Parker & Parsley") to acquire properties in Pennsylvania and West Virginia
for $20.2 million.  The acquisition includes approximately 825 producing gas
wells, 300 miles of gas gathering lines, 16,400 net acres of undeveloped leases
and associated real estate and equipment.  Over 90% of the reserves are located
in proximity to Lomak's existing Pennsylvania operations.  The properties are
also estimated to contain over 50 proven drilling locations.

         The source of funds to be used for the acquisition will consist of
long-term debt utilizing Lomak's existing bank credit facility and its working
capital.

         The foregoing description of the above described transaction is
qualified in its entirety by reference to the Agreement, which is being filed
herewith as Exhibit 1 and is fully incorporated by reference herein.


ITEM 7.          FINANCIAL STATEMENTS AND EXHIBITS.


         (c)     EXHIBITS

                 1. Purchase and Sale Agreement dated June 30, 1995 by and
                    between Parker & Parsley Development L.P. and Lomak
                    Petroleum, Inc., Lomak Operating Company and Lomak
                    Resources Company.

                 2. Press Release issued by Lomak Petroleum, Inc. on July 5,
                    1995.



                                      2
<PAGE>   3
                                  SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        LOMAK PETROLEUM, INC.



                                        By   /s/Thomas W. Stoelk              
                                           ------------------------------------
                                             Thomas W. Stoelk
                                             Chief Financial Officer





July 13, 1995



                                      3

<PAGE>   1
                                                                       Exhibit 1





                          PURCHASE AND SALE AGREEMENT

                                 by and between

                       PARKER & PARSLEY DEVELOPMENT L.P.

                                   as Seller

                                      and

                             LOMAK PETROLEUM, INC.,

                            LOMAK OPERATING COMPANY

                                      and

                            LOMAK RESOURCES COMPANY

                                  as Purchaser



                                 June 30, 1995
<PAGE>   2
<TABLE>
                                                         TABLE OF CONTENTS



<S>                                                                                     <C>
ARTICLE 1.  SALE AND PURCHASE ......................................................    1
        1.1     Effective Time .....................................................    1
        1.2     Sale and Purchase ..................................................    1
        1.3     Excluded Assets ....................................................    2

ARTICLE 2.  CONSIDERATION ..........................................................    2
        2.1     Consideration ......................................................    2
        2.2     Manner of Payment ..................................................    2
        2.3     Like Kind Exchange Option ..........................................    3
        2.4     Deposit ............................................................    3

ARTICLE 3.  DEFECTS ................................................................    3
        3.1     Definition of Acceptable Title .....................................    3
        3.2     Definition of Permitted Encumbrances ...............................    4
        3.3     Environmental and Physical Assessment ..............................    5
        3.4     Identified Claims ..................................................    6
        3.5     Notice of Defects ..................................................    6
        3.6     Remedy for Defects .................................................    6
        3.7     Preferential Purchase Rights and Consents to Assign ................    7

ARTICLE 4.  SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS ......................    8
        4.1     Existence ..........................................................    8
        4.2     Power ..............................................................    8
        4.3     Authorization ......................................................    8
        4.4     Brokers ............................................................    8
        4.5     Foreign Person .....................................................    8
        4.6     No Liens ...........................................................    8
        4.7     Valid Agreements ...................................................    8
        4.8     No Reservations ....................................................    9
        4.9     Permits ............................................................    9
        4.10    Compliance with Law ................................................    9
        4.11    Taxes ..............................................................    9
        4.12    Access to Records ..................................................    9
        4.13    No Call ............................................................    9
        4.14    Litigation .........................................................    9
        LIMITATION AND DISCLAIMER OF REPRESENTATIONS AND WARRANTIES ................    9
        4.15    Maintenance of Assets ..............................................    10
        4.16    No Encumbrances ....................................................    10
        4.17    Operations .........................................................    10

ARTICLE 5.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER .................    12
        5.1     Existence ..........................................................    12
        5.2     Power ..............................................................    12
        5.3     Authorization ......................................................    12
        5.4     Brokers ............................................................    12
        5.5     Investment Intent ..................................................    12

ARTICLE 6.  SELLER'S CONDITIONS OF CLOSING .........................................    12
        6.1     Representations ....................................................    12
        6.2     Performance ........................................................    13
        6.3     Officer's Certificate ..............................................    13
        6.4     Pending Matters ....................................................    13
        6.5     HSR Act ............................................................    13
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                                                     <C>
ARTICLE 7.  PURCHASER'S CONDITIONS OF CLOSING ........................................  13
        7.1     Representations ......................................................  13
        7.2     Performance ..........................................................  13
        7.3     Officer's Certificate ................................................  13
        7.4     Pending Matters ......................................................  13
        7.5     HSR Act ..............................................................  13

ARTICLE 8.  CLOSING ..................................................................  13
        8.1     Time and Place of Closing ............................................  13
        8.2     Closing Obligations ..................................................  13

ARTICLE 9.  POST-CLOSING OBLIGATIONS .................................................  14
        9.1     Receipts and Credits; Suspense Funds .................................  14
        9.2     Costs and Liabilities; Indemnity .....................................  14
        9.3     Further Assurances ...................................................  16
        9.4     Delivery of Records ..................................................  16
        9.5     Accounting for Subject Properties ....................................  17
        9.6     Access to Data .......................................................  17

ARTICLE 10.  TERMINATION .............................................................  17
        10.1    Right of Termination .................................................  17
        10.2    Effect of Termination ................................................  17

ARTICLE 11.  TAXES ...................................................................  18
        11.1    Apportionment of Ad Valorem and Property Taxes .......................  18
        11.2    Sales Taxes ..........................................................  18
        11.3    Other Taxes ..........................................................  18
        11.4    Cooperation ..........................................................  18

ARTICLE 12.  PHYSICAL CONDITION OF THE ASSETS ........................................  18
        12.1    Prior Use of Assets ..................................................  18
        12.2    Assumption of Assets in Present Condition ............................  19
        12.3    Casualty Loss ........................................................  19

ARTICLE 13.   MISCELLANEOUS ..........................................................  19
        13.1    Governing Law ........................................................  19
        13.2    Entire Agreement .....................................................  19
        13.3    Waiver ...............................................................  19
        13.4    Captions .............................................................  20
        13.5    Assignability ........................................................  20
        13.6    Notices ..............................................................  20
        13.7    DTPA Waiver ..........................................................  21
        13.8    Expenses .............................................................  21
        13.9    Severability .........................................................  21
        13.10   Damages ..............................................................  21
        13.11   No Third Party Beneficiary ...........................................  21
        13.12   Survival .............................................................  21
        13.13   Counterparts .........................................................  21
        13.14   Certain Definitions ..................................................  21
        13.15   Construction of Ambiguity ............................................  22
        13.16   Waiver of Jury Trial .................................................  22
        13.17   Publicity ............................................................  22
        13.18   Accounting ...........................................................  22
        13.19   Operatorship .........................................................  23
        13.20   HSR Act ..............................................................  23
</TABLE>
<PAGE>   4
<TABLE>
<S>              <C>      <C>
Exhibit "A-1"    -        Wells
Exhibit "A-2"    -        (Intentionally Omitted)
Exhibit "A-3"    -        (Intentionally Omitted)
Exhibit "A-4"    -        Leasehold Interests in Allegheny County, Pennsylvania
Exhibit "A-5"    -        Leasehold Interests in Armstrong County, Pennsylvania
Exhibit "A-6"    -        Leasehold Interests in Butler County, Pennsylvania
Exhibit "A-7"    -        Leasehold Interests in Clearfield County, Pennsylvania
Exhibit "A-8"    -        Leasehold Interests in Fayette County, Pennsylvania
Exhibit "A-9"    -        Leasehold Interests in Indiana County, Pennsylvania
Exhibit "A-10"   -        Leasehold Interests in Sumerset County, Pennsylvania
Exhibit "A-11"   -        Leasehold Interests in Westmoreland County, Pennsylvania
Exhibit "A-12"   -        Leasehold Interests in Barbaur County, West Virginia
Exhibit "A-13"   -        Leasehold Interests in Braxton County, West Virginia
Exhibit "A-14"   -        Leasehold Interests in Clay County, West Virginia
Exhibit "A-15"   -        Leasehold Interests in Nicholas County, West Virginia
Exhibit "A-16"   -        Allocation of Values
Exhibit "B"      -        Rights of Way (PA)
Exhibit "C"      -        Description of Real Estate
Exhibit "D"      -        Description of Vehicles and Equipment
</TABLE>
<PAGE>   5
                          PURCHASE AND SALE AGREEMENT

         This PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is made as of June
30, 1995, by and between PARKER & PARSLEY DEVELOPMENT L.P., a Texas limited
partnership ("PPDLP" or "SELLER"), and LOMAK PETROLEUM, INC., a Delaware
corporation, LOMAK OPERATING COMPANY, an Ohio corporation, and LOMAK RESOURCES
COMPANY, a Delaware corporation (collectively, "PURCHASER").


                                   RECITALS:

         WHEREAS, on the terms and conditions provided in this Agreement,
Seller desires to sell and Purchaser desires to purchase Seller's interests in
certain oil and gas leases, agreements, contracts, real property, personal
property, equipment and related rights.

         NOW, THEREFORE, for good and valuable consideration and for the mutual
covenants contained herein, Seller and Purchaser hereby agree as follows:


          ARTICLE 1.  SALE AND PURCHASE

         1.1        EFFECTIVE TIME.  The effective time and date of the 
purchase and sale contemplated hereby shall be 7:00 a.m., July 1, 1995, at the 
site of the respective Subject Properties (the "EFFECTIVE TIME").

         1.2     SALE AND PURCHASE.  Subject to the terms and conditions herein 
contained, at Closing and as of the Effective Time, Seller shall sell, assign, 
transfer and convey to Purchaser,  and Purchaser shall purchase and receive, 
the following described assets, less and except the Excluded Assets (the 
"ASSETS"):

         (a)     all interest of Seller as of the Effective Time (the "SALE
                 INTEREST") in and to (i) the wells, leases and/or units
                 described on Exhibits "A-1 through A-15" attached hereto and
                 incorporated herein, (ii) the oil, gas and mineral leasehold
                 estates and fee estates appurtenant to wells, leases and/or
                 units described on Exhibits "A-1 through A-15" attached
                 hereto, upon which such wells are located or with respect to
                 which such wells are associated, and (iii) all other interests
                 in oil, gas and other minerals of whatever nature appurtenant
                 to wells, leases and/or units described on Exhibits "A-1
                 through A-15" attached hereto, including, without limitation,
                 all fee estates, fee mineral and royalty interests, working
                 interests, farmout rights and overriding royalty interests 
                 (reference being hereby made to Seller's records and files 
                 located at 303 W. Wall, Suite 101, Midland, Texas, and 
                 Seller's records and files located at 2030 William Pitt Way, 
                 Pittsburgh, Pennsylvania 15238, for a more complete 
                 description of said leases, leasehold and fee estates and 
                 interests), together with  all of Seller's right, title and
                 interest in respect of and in any pooled, communitized or 
                 unitized acreage of which any such leasehold, fee or other 
                 interest is a part and all of the rights incident thereto (the 
                 "SUBJECT PROPERTIES");

         (b)     to the extent attributable or allocable to the Subject
                 Properties, all interest of Seller (including, without
                 limitation, leasehold) as of the Effective Time in and to: (i)
                 all wells (including but not limited to the wells described on
                 Exhibit "A- 1" and all other oil, gas, injection and water
                 wells), equipment, lease equipment, signage, gathering
                 pipelines, inclusive of but not limited to the gathering
                 pipelines located on the rights-of-way described on Exhibit
                 "B" attached hereto and incorporated herein, gas facilities,
                 gathering systems, gathering, storage, distribution, treating,
                 processing and disposal facilities and tanks, vehicles,


                                      1
<PAGE>   6
                 tools, buildings, inventory and all other real or tangible
                 personal property and fixtures which are located on or
                 directly and solely related to the Subject Properties; (ii)
                 all oil, gas, mineral and other hydrocarbon substances
                 produced on or after the Effective Time; (iii) to the extent
                 the same are assignable or transferable by Seller, all orders,
                 contracts, title opinions and documents, abstracts of title,
                 leases, deeds, unitization agreements, pooling agreements,
                 operating agreements, division of interest statements,
                 participation agreements, and all other agreements and
                 instruments; (iv) all surface leasehold and fee estates,
                 easements, rights-of-way, inclusive of but not limited to the
                 rights-of-way described on Exhibit "B", licenses,
                 authorizations, permits and similar rights and interests,
                 subject to the rights of third parties; (v) except as
                 expressly provided otherwise herein, all warranties,
                 covenants, indemnities  and representations from third
                 parties, and all claims, rights and causes of action against
                 third parties, asserted and unasserted, known and unknown;
                 (vi) to the extent assignable and subject to the rights of
                 third parties, lease files, land files, operating files, well
                 files, oil and gas sales contract files, gas processing files,
                 logs, test data, production histories, geologic maps, division
                 order files, abstracts, title files and materials, and all
                 other books, files and records (the "RECORDS"), and all rights
                 thereto, subject to the rights of third parties; and (vii) all 
                 other rights, privileges, benefits and powers conferred upon
                 the owner and holder of interests in the Subject Properties; 
                 and

         (c)     all interest of Seller as of the Effective Time in and to (i)
                 the real estate described on Exhibit "C" attached hereto and
                 incorporated herein, inclusive of all buildings, inventory and
                 other real or tangible personal property and fixtures which
                 are located on or directly related to the real estate, and 
                 (ii) the vehicles and equipment described on Exhibit "D" 
                 attached hereto and incorporated herein, inclusive of all 
                 appurtenances thereto.

         1.3     EXCLUDED ASSETS.  Notwithstanding anything in this Agreement 
to the contrary, the Assets  do not include and Purchaser agrees and 
acknowledges that Seller has reserved from the Assets and hereby reserves unto 
itself any and all rights, titles and interests in and to (a) (1) fee, fee 
mineral and royalty interests which were conveyed to Parker & Parsley Producing 
L.P. by all or any of Santa Fe Energy Resources, Inc. ("SFER"), Santa Fe Energy 
Operating Partners, L.P. ("SFEOP") or SFER Properties-A, Inc. ("SFERP-A") or 
any of their respective Affiliates, and (2) or arising under that certain 
Exploration Agreement dated April 8, 1994, between SFEOP and PPPLP and all 
property rights, grants, and interests created, made or evidenced by such 
Exploration Agreement (collectively, the "SF INTERESTS"), (b) the right of 
ingress and egress for the purpose of mining, drilling, exploring, operating, 
holding, producing and developing the SF Interests for oil, gas, minerals and 
other hydrocarbon substances, and (c) seismic, geologic and geophysical records 
and data not expressly described in Section 1.2(b)(vi) above ((a) through (c), 
collectively, the "EXCLUDED ASSETS").


                          ARTICLE 2.  CONSIDERATION

         2.1         CONSIDERATION.   As consideration for this Agreement and 
the transfer of the Assets, at Closing, Purchaser shall pay to Seller 
$20,200,000 (the "PURCHASE PRICE"), as may be  adjusted pursuant hereto (the 
"ADJUSTED PURCHASE PRICE").  The Purchase Price has been allocated by Purchaser 
as provided on Exhibit "A-16" attached hereto and incorporated herein.

         2.2     MANNER OF PAYMENT.  At Closing, except as provided in the 
following Section 2.3, Purchaser shall pay Seller or Seller's designee the 
Adjusted Purchase Price by wire transfer of immediately available funds as 
follows:

                                      2
<PAGE>   7
                        Account:        Parker & Parsley Development L.P.
                        Account No:     1290288845
                                        NationsBank of Texas, N.A.
                        ABA Routing No: 111000025
                        Attention:      Frank Stowers
                                        NationsBank of Texas-Midland
                                        (915) 685-2179

         2.3     LIKE KIND EXCHANGE OPTION.  Seller and Purchaser hereby agree 
that Seller, in lieu of the sale of the Assets to Purchaser for the cash        
consideration provided herein, shall have the right at any time prior to
Closing to assign all or a portion of its rights under this Agreement to a
qualified intermediary in order to accomplish the transactions contemplated
hereby in a manner that will comply, either in whole or in part, with the
requirements of a like kind exchange pursuant to Section 1031 of the Internal
Revenue Code of 1986, as amended ("CODE").  In the event Seller assigns its
rights under this Agreement pursuant to this Section 2.3, Seller agrees to
notify Purchaser in writing of such assignment before Closing. If Seller
assigns its rights under this Agreement, Purchaser agrees to (i) consent to
Seller's assignment of its rights in this Agreement, (ii) deposit the Adjusted
Purchase Price with the qualified escrow or qualified trust account designated
by Seller at Closing, and (iii) take such further actions, at Seller's cost, as
are reasonably required to effectuate the transactions contemplated hereby
pursuant to Code Section 1031, but, in so acting, Purchaser shall have no
liability to any party in connection with such  actions.  All risks associated
with any like kind exchange and compliance thereof with applicable laws, rules
and regulations shall be the sole responsibility of Seller, and Seller agrees
to indemnify and hold Purchaser harmless from and against all costs, expenses,
liabilities and obligations which arise as a result of Purchaser's agreement
contained in this Section 2.3.

         2.4      DEPOSIT.  Contemporaneously with the execution of this 
Agreement, Purchaser will pay to Seller $1,000,000 (the "DEPOSIT"), which shall 
be wired in accordance with the instructions contained in Section 2.2 above.  
If Closing occurs, the Deposit shall be applied to reduce the Adjusted Purchase 
Price.  If Closing does not occur, the Deposit shall be applied as provided in 
Section 10.2.

                             ARTICLE 3.  DEFECTS

         3.1         DEFINITION OF ACCEPTABLE TITLE.  As used herein, the term 
"ACCEPTABLE TITLE" shall mean, as to the Assets, such right, title and 
interest that (a) entitles Seller to receive not less than the net revenue 
interest set forth on Exhibit "A-1" of all oil, gas and associated liquid and 
gaseous hydrocarbons produced, saved and marketed from the respective Subject 
Properties, (b) obligates Seller to bear costs and expenses relating to the 
maintenance, development, and operation of all wells located on the respective 
Subject Properties in an amount not greater than the working interest set forth 
on Exhibit "A-1", unless there is a corresponding increase in the applicable 
net revenue interest, and (c) except for Permitted Encumbrances, is free and 
clear  of all liens, claims and encumbrances; PROVIDED, however that (i) the 
presence of a preferential right to purchase provision shall not be considered 
to be a Defect (as defined in Section 3.5 below); and (ii) if Purchaser 
demonstrates before or after Closing, subject to Section 13.12 below, that 
Seller does not have or cannot convey Acceptable Title to a well described on 
Exhibit "A-1" and, if so demonstrated after Closing, that Purchaser did not 
receive at Closing an adjustment to the Purchase Price or other consideration 
on account of such matter, and if Seller owns fee mineral interests or other 
interests underlying the applicable proration or spacing unit on which such 
well is located, Seller shall resolve such matter by, at Seller's option, 
either (1) granting a lease (on mutually acceptable terms) on all or part of 
such interests, or (2) conveying (which conveyance may be limited in term, 
similar to an oil and gas lease) all or part of such interests to Purchaser 
and, if so resolved, such matter shall not be considered a Defect for any 
purpose hereunder if the interest so conveyed, or leased, will (after 
considering, in the case of a lease, the royalty reserved to Seller under the 
lease) be sufficient so that, after giving effect


                                      3
<PAGE>   8
thereto, such matter will no longer exist (a "FURTHER CONVEYANCE"); PROVIDED,
however, that such Further Conveyance shall be limited to depths from the
surface of the ground down to the deepest producing zone from which production
is being obtained (from the subject well) at the Effective Time insofar as such
depths underlie the proration or spacing unit attributable to such well.
Purchaser acknowledges and agrees that any net revenue interests and working
interests reflected on Exhibit "A-1" are for the convenience of Seller and
Purchaser and included solely for the purpose of determining Acceptable Title
prior to Closing. Seller does not and shall not represent or warrant that the
Sale Interest is equal to any such interests in any respect, but agrees that
(i) for purposes of determining Defects prior to Closing, with respect to those
Subject Properties listed  on Exhibit "A-1" with "0.0000" "APO" interests, the
"APO" interests shall be deemed to be the same as the corresponding "BPO"
interests, and (ii) Purchaser may assert as a Title Defect (as defined in and
pursuant to Section 3.5 below) any matter reasonably expected to reduce the net
revenue interest assigned to such Subject Property or any matter reasonably
expected to increase the working interest assigned to such Subject Property
unless there is a corresponding increase in the applicable net revenue
interest.

         3.2     DEFINITION OF PERMITTED ENCUMBRANCES.  As used herein, the term
"PERMITTED ENCUMBRANCES" shall mean the following items relating to the Assets,
provided none of the following items shall operate to increase the working
interest of Seller as set forth on Exhibit "A-1" for any of the Subject
Properties, without a corresponding increase in the applicable net revenue
interest, or decrease the net revenue interest of Seller set forth on Exhibit
"A-1" for any of the Subject Properties:

         (a)     lessors' royalties, overriding royalties, production payments,
                 reversionary interests and similar burdens;

         (b)     division orders and sales contracts;

         (c)     preferential rights to purchase not identified in writing to
                 Seller pursuant to Section 3.7 below, or, if so identified,
                 with respect to which (i) waivers are obtained from the
                 appropriate parties, (ii) the appropriate time period for
                 asserting such rights has expired without an exercise of such
                 rights, or (iii) appropriate parties have exercised such
                 rights and the Purchase Price has been adjusted where 
                 appropriate with reference to the value allocated on Exhibit 
                 "A16" to the affected Asset ("PREFERENTIAL RIGHTS");

         (d)     rights to consent to assignments required by this Agreement
                 held by Persons other than governmental entities and not
                 identified in writing to Seller pursuant to Section 3.7 below,
                 or, if so identified, with respect to which (i) waivers or
                 consents are obtained from the appropriate parties, or (ii)
                 the prescribed time period for denying such consent has
                 expired;

         (e)     materialman's, mechanic's, repairman's, employee's,
                 contractor's, operator's, tax, and other similar liens or
                 charges arising in the ordinary course of business for
                 obligations that are not delinquent and that will be paid and
                 discharged in the ordinary course of business;

         (f)     rights to consent by, required notices to, filings with, or
                 other actions by governmental entities in connection with the
                 sale or conveyance of oil and gas leasehold and fee estates or
                 interests therein, which consents, notices, filings and/or
                 other actions are customarily obtained after closing;

         (g)     easements, rights-of-way, servitudes, permits, surface leases
                 and other rights in respect of surface operations affecting
                 the Assets which in the aggregate are not such as to interfere
                 materially with the operation or use of any of the Subject
                 Properties or materially reduce the value thereof;


                                      4
<PAGE>   9
         (h)     rights reserved to or vested in any governmental, statutory or
                 public authority to control or regulate any of the Assets in
                 any manner, and all applicable laws, rules and orders of any
                 governmental authority affecting the Assets which in the
                 aggregate are not such as to interfere materially with the
                 operation or use of any  of the Subject Properties or
                 materially reduce the value thereof;

         (i)     operating agreements, unit agreements, unit operating
                 agreements, pooling agreements and pooling designations
                 affecting the Subject Properties which are of public record or
                 contained in the Records or otherwise available to Purchaser
                 and all actions taken or operations occurring in the normal
                 course of business pursuant to such instruments;

         (j)     Title Defects that Purchaser may have expressly waived in
                 writing or which are deemed to have been waived pursuant to
                 Section 3.6;

         (k)     all conveyances, reservations and exceptions of public record
                 or contained  in the Records affecting the Assets which in the
                 aggregate are not such as to interfere materially with the
                 operation or use of any of the Subject Properties or
                 materially reduce the value thereof; and

         (l)     all other liens, charges, encumbrances, contracts, agreements,
                 instruments, obligations, defects and irregularities affecting
                 the Assets which in the aggregate are not such as to interfere
                 materially with the operation or use of the affected Subject
                 Properties or materially reduce the value thereof.

        3.3     ENVIRONMENTAL AND PHYSICAL ASSESSMENT.   Purchaser shall have
the right to make an environmental and other physical assessment of the Assets
during the period ("EXAMINATION PERIOD") beginning on the date of execution of
this Agreement and ending on August 10, 1995 (or August 23, 1995, upon
Purchaser's Extension).  During Seller's normal business hours, Purchaser and
its Representatives shall have the right to enter upon the Assets and all
buildings and improvements thereon, inspect the same, conduct soil and water
tests and borings, and generally conduct such tests, examinations,
investigations and studies as may be reasonably necessary or appropriate for
the preparation of appropriate environmental and other reports relating to the
Assets, their condition, and the presence of wastes or contaminants.  Seller
shall be provided 48 hours prior written notice of  such proposed activities
and shall have the right to witness all such tests and investigations and to
deny Purchaser's request to conduct any test or take any action which Seller
determines in good faith could reasonably be expected to materially and
adversely affect any or all of the Assets or Seller's business or employees. 
Purchaser shall keep any data or information acquired by all such examinations
and the results of all analyses of such data and information strictly
confidential and not disclose any of the same to any Person unless otherwise
required by law or regulation and then only after written notice to Seller of
the need for disclosure and the identity of all intended recipients.  Seller
hereby grants Purchaser access to the Assets to conduct  its environmental and
other physical assessment upon the condition that, in accordance with Section
9.2, Purchaser hereby indemnifies and holds Seller and its Affiliates and their
respective Representatives harmless from and against any and all claims for or
related to personal injury or property damage arising out of or as a result of
the activities of Purchaser or its Representatives on the Assets in conducting
such environmental and physical assessments.  If during the Examination Period,
Purchaser determines in good faith that (i) there is a condition or
circumstance which constitutes a violation of applicable law or regulation, or
(ii) there is a claim, demand, filing, investigation, action, suit or other
legal or administrative proceeding asserted or otherwise initiated by a
governmental authority and arising from or related to the Subject Properties or
the ownership or operation of any thereof, or (iii) Seller pursuant to this
Section 3.3 has denied a request to conduct a test or take other action with
respect to a particular Asset (a "PROPERTY DEFECT"), Purchaser may include
notice of such Defect in any Notice


                                      5
<PAGE>   10
of Defects delivered hereunder, and the value of  such Defect asserted by
Purchaser shall not be required to be limited to the value of the Subject
Properties so affected; PROVIDED, that any such matter not included in a Notice
of Defects shall be waived by Purchaser.

         3.4     IDENTIFIED CLAIMS.  During the Examination Period and in 
accordance with Section 4.12, Seller shall make available to Purchaser for 
examination and copying (at Purchaser's cost) any of the Records and Seller's 
accounting records relating to the Assets as Purchaser may reasonably request.  
Seller shall also permit Purchaser's Representatives to consult with Seller's 
employees and Seller's independent contractors who have knowledge concerning 
the Assets during normal business hours regarding such records; PROVIDED, that 
such consultation shall not unreasonably disrupt the performance by such 
employee or independent contractor of his or its duties with Seller.  If during 
the Examination Period, Purchaser determines in good faith that (i) royalties, 
rentals or other payments due in respect of the Assets prior to the Effective 
Time have not been paid (except for those amounts in suspense), or (ii) there 
are unsatisfied claims, demands, liabilities or obligations in respect of the 
Assets based upon omissions, events or occurrences prior to the Effective Time 
(collectively, "IDENTIFIED CLAIMS"), Purchaser may include notice of such 
Identified Claims in any Notice of Defects delivered hereunder; PROVIDED, that 
any such matter not included in a Notice of Defects shall be waived by 
Purchaser.

         3.5     NOTICE OF DEFECTS.  If any matter is discovered by Purchaser 
that, in Purchaser's reasonable, good faith opinion, would (a) cause any of 
the Sale Interest not to be Acceptable Title (a "TITLE DEFECT"); (b) 
constitute a breach of Seller's representations, warranties and agreements 
contained herein (a "CONTRACT DEFECT"); (c) constitute a Property Defect; 
or (d) constitute an Identified Claim ((a) through (d) individually, a 
"DEFECT", and collectively, the "DEFECTS"), then Purchaser may provide written
notice (a "NOTICE OF DEFECTS") thereof actually delivered to Seller not later
than 3:00 p.m., Central Time,  August 10, 1995 (or August 24, 1995, upon
Purchaser's Extension); PROVIDED, however, that any notice concerning a
Contract Defect not discoverable from an examination of the Records, public
records, Purchaser's records, the records of any purchaser of production
attributable to the Subject Properties or a physical inspection of the Assets
may be delivered to Seller on or before noon of the business day immediately
before the Closing Date, and that, if so delivered, Purchaser's  sole remedy
therefor shall be as provided in Section 3.6, with the procedure therein
provided applicable thereto the same as if such Contract Defect had been
included in any Notice of Defects delivered not later than 3:00 p.m., Central
Time, August 10, 1995 (or August 24, 1995, upon Purchaser's Extension) (i.e.,
the value of any such Contract Defect shall be included in the value of any
other Defects included in a Notice of Defects, or, if no Notice of Defects has
been provided, then such Contract Defect only may be included in a Notice of
Defects then given to Seller). A Notice of Defects shall specifically identify
the Defect and include (i) the Purchaser's purported value of each specific
Defect, (ii) an identification of each affected Asset, (iii) Purchaser's basis
for determining the existence and value of such Defect, together with all
associated reports, opinions, data, valuations, assessments, conclusions and
supporting calculations, and (iv) Purchaser's statement of steps necessary to
cure each such Defect to its satisfaction, all of which shall be kept strictly
confidential by Seller, except to the extent required by law, regulation or
order of any court or other governmental authority or as may be necessary to
address Defects identified in a Notice of Defects.

         3.6    REMEDY FOR DEFECTS.  In Seller's sole discretion, but without 
obligation, it may, at its sole cost, take such steps as are reasonably 
necessary to cure Defects identified in a Notice of Defects.  In the event 
Seller is unable or elects not to cure any or all Defects, Seller and 
Purchaser may, at Seller's option, meet and use their best efforts to agree 
in good faith on the validity of each Defect claim and the need for and amount 
of any mutually acceptable Purchase Price adjustment.  Purchaser's asserted 
Title Defect adjustments shall be made with reference (as a maximum) to the 
allocated value for each affected Asset as set forth on Exhibit "A-16".  If 
the parties cannot agree on the need for or the amount of a claimed Purchase 
Price adjustment, Purchaser shall accept and purchase the Assets, including 
any Asset subject to a Defect, as


                                      6
<PAGE>   11
provided herein; PROVIDED, however, that (i) if the aggregate net amount of
Purchase Price adjustments for Defects asserted by Purchaser pursuant to
Section 3.5, PLUS the amount of any uninsured Casualty Losses and Casualty
Losses not fully covered by insurance (to the extent of such deficiency only)
equals or exceeds $1,000,000, or (ii) if the aggregate value of Preferential
Rights to be exercised at Closing, PLUS the value of any of the Assets (with
reference as a maximum to the allocated value thereof on Exhibit "A-16") taken
in condemnation or under the right of eminent domain prior to the end of the
Examination Period, or with respect to which proceedings for such purposes
shall be pending or threatened in writing at such time, equals or exceeds 25%
of the Purchase Price, then Seller or Purchaser may, upon written notice to the
other, terminate this Agreement, without liability or further obligation to the
other party, subject to Section 10.2. Seller shall have no obligation hereunder
to any Person to sell, convey, deliver or otherwise transfer all or any part of
the Assets if Purchaser or Seller terminates this Agreement pursuant to the
foregoing clause (ii). Purchaser agrees and acknowledges that Seller has no
obligation to adjust the Purchase Price with respect to Defects.  If Closing
occurs, Purchaser shall be deemed to have waived or assumed any and all claims,
known and unknown, arising from or related to any and all Defects or title to
or other condition of the Assets, including, without limitation, whether or not
identified in a Notice of Defects, and notwithstanding the fact that Seller may
not have cured any such Defect(s) to Purchaser's satisfaction, and Seller shall
have no obligation with respect thereto.  As used in this Agreement, the
"AGGREGATE NET AMOUNT"  of Purchase Price adjustments shall be determined by
subtracting from the value of all Defects asserted by Purchaser (i) the value
of all interests by which Seller's actual interests in the Subject Properties
exceeds the net revenue interests set forth on Exhibit "A-1" hereto, and (ii)
the value of Defects asserted by Purchaser which are cured or otherwise
resolved to Purchaser's reasonable satisfaction.  If Purchaser provides Seller
with a Notice of Defects, Purchaser shall provide Seller copies of all
pertinent portions of applicable title opinions, data and curative information
available to it to enable the parties to make such determination.

         3.7     PREFERENTIAL PURCHASE RIGHTS AND CONSENTS TO ASSIGN.  Upon 
written notification to Seller by Purchaser identifying Persons (and their 
addresses) holding preferential rights to purchase affecting the Subject 
Properties or the right to consent with respect to any assignments required 
hereby, other than such consents of governmental authorities which are usually 
obtained in the normal course of business after Closing, actually received by 
Seller not later than the earlier of (i) twenty (20) days prior to the Closing 
Date, or (ii) five (5) business days prior to the latest date prior to Closing 
permitted by the subject agreement for such notice to be provided,  Seller 
shall send notice of this Agreement to all such Persons (y) offering to sell 
to each such Person the Subject Properties for which a preferential right is 
held on and subject to the terms hereof and for the same allocated value for 
such Subject Properties reflected on Exhibit "A-16", or (z) requesting, where 
appropriate, consent to any assignment required in connection herewith.  
Purchaser shall be entitled to review and approve the form of all such 
notices; PROVIDED, that such approval shall not be unreasonably withheld or 
delayed.  If, prior to Closing, any of such Persons asserting a preferential 
purchase right notifies Seller that it intends to consummate the purchase of 
the Subject Properties to which it holds a preferential purchase right 
pursuant to the terms and conditions hereof, then, subject to clause (ii) of 
Section 3.6 above, such Subject Properties shall be excluded from the Assets 
to be conveyed to Purchaser under this Agreement and the Purchase Price shall 
be reduced by the allocated value of such Assets reflected on Exhibit "A-16"; 
PROVIDED, however, that if the holder of such preferential right fails to 
consummate the purchase of such Subject Properties on the Closing Date, then 
Seller shall promptly so notify Purchaser, and Seller shall sell immediately to 
Purchaser, and Purchaser shall purchase from Seller, for a price equal to the 
allocated value of such Subject Properties and upon the other terms of this 
Agreement, the Subject Properties to which the preferential purchase right was 
asserted. All Subject Properties for which a preferential purchase right has 
not been asserted prior to Closing by the holder of such right, or with respect 
to which Closing does not occur on the Closing Date following the assertion of
a preferential purchase right, shall be sold to Purchaser at Closing pursuant 
and subject to the


                                      7
<PAGE>   12
provisions of this Agreement.  If one (1) or more of the holders of any
preferential purchase rights notifies Seller subsequent to Closing that it
intends to assert its preferential purchase right, Seller shall give notice
thereof to Purchaser, whereupon Purchaser shall satisfy all such preferential
purchase right obligations of Seller to such holders and shall indemnify and
hold Seller harmless from and against any and all claims, liabilities, losses,
costs and expenses (including, without limitation, court costs and reasonable
attorneys' fees) in connection therewith, and Purchaser shall be entitled to
receive (and Seller hereby assigns to Purchaser all of Seller's rights to) all
proceeds received from such  holders in connection with such preferential
purchase rights;  Purchaser shall indemnify and hold harmless Seller from and
against any and all claims, liabilities, losses, costs and expenses (including,
without limitation, court costs and reasonable attorneys' fees) asserted or
incurred at any time (whether before or after Closing) with respect to or
arising directly or indirectly from the claims of any Person to a preferential
purchase right affecting any of the Assets transferred to Purchaser hereunder.


        ARTICLE 4.  SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

         Seller represents, warrants to and covenants with Purchaser that:

         4.1     EXISTENCE.  PPDLP is a limited partnership, duly formed, 
validly existing and in good standing under the laws of the State of Texas.

         4.2     POWER.  Seller has the requisite power and authority to 
enter into and perform this Agreement and the transactions contemplated hereby.
The execution, delivery and performance of this Agreement by Seller, and the
transactions contemplated hereby, will not (a) violate any provision of
Seller's articles or agreement of limited partnership or other governing
documents, (b) conflict with, result in a breach of, constitute a default (or
an event that with the lapse of time or notice, or both would constitute a
default) under any agreement or instrument to which Seller is a party or by
which Seller is bound, (c) to the best knowledge and belief of Seller, violate
any judgment, order, ruling, or decree applicable to Seller and entered or
delivered in a proceeding in which Seller was or is a named party, or (d) to
the best knowledge and belief of Seller, violate any applicable law, rule or
regulation.
        
        4.3     AUTHORIZATION.   The execution,  delivery and performance of
this Agreement and the transactions contemplated hereby have been duly and
validly authorized by all requisite action on the part of Seller.  This
Agreement has been duly executed and delivered on behalf of Seller, and at the
Closing all documents and instruments required hereunder to be executed and
delivered by Seller shall be duly executed and delivered. This Agreement and
such documents and instruments shall constitute legal, valid and binding
obligations of  Seller enforceable in accordance with their terms subject,
however, to the effect of bankruptcy, insolvency, reorganization, moratorium
and similar laws from time to time in effect relating to the rights and
remedies of creditors, as well as to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).

        4.4     BROKERS.  Seller has incurred no obligation  or liability,
contingent or otherwise, for brokers' or finders' fees in respect of the
matters provided for in this Agreement which will be the responsibility of
Purchaser, and any such obligation or liability that might exist shall be the
sole obligation of Seller.

        4.5     FOREIGN PERSON.   Seller is not a  "FOREIGN PERSON" within the
meaning of the Code.

        4.6     NO LIENS.  The Assets are not subject to any  valid and
enforceable security interests, liens or mortgages.

        4.7     VALID AGREEMENTS.  Material oil and  gas leases and other
material contracts and agreements constituting a part of the Assets are valid
and in full force and effect, and Seller is





                                       8
<PAGE>   13
not, or with the lapse of time or giving of notice or both will not be, in
material breach or material default, with respect to any of its obligations
thereunder and no party has given or threatened to give Seller notice of any
material default thereunder.

        4.8     NO RESERVATIONS.  There are no  reservations which affect the
Assets other than those currently of public record.

        4.9     PERMITS.  Seller possesses all material  licenses, permits,
certificates, orders, approvals and authorizations necessary to own the Assets
and to carry on its business as now being conducted.

        4.10    COMPLIANCE WITH LAW.  Seller is in  material compliance with
all laws, ordinances, rules, regulations and orders applicable to the Assets,
including, without limitation, all environmental laws, ordinances, rules,
regulations and orders, except to the extent of any non-compliance that is not
reasonably expected to result in a material adverse affect on the Assets;
however, Seller has not received any notice of any claimed noncompliance
therewith.  Seller is not aware of any facts, conditions or circumstances in
connection with, related to or associated with the Assets that could reasonably
be expected to give rise to any claim or assertion that Seller, the Assets or
the ownership or operation of any thereof is not in material compliance with
any applicable law, rule, regulation, ordinance, or order of any governmental
authority or with any term or conditions of any applicable permit, license,
approval, consent, certificate or other authorization.

        4.11    TAXES.  All ad valorem, property, production,  severance,
excise, and similar taxes and assessments based on or measured by the ownership
of property or the production of hydrocarbons or the receipt of proceeds
therefrom attributable to the Assets that have become due and payable have been
properly and timely paid, except to the extent of any failure that is not
reasonably expected to result in a material adverse effect on the Assets.

        4.12    ACCESS TO RECORDS.  Seller will  provide Purchaser through
Closing access to the Records during normal business hours at their place of
storage, and, at Purchaser's cost, will assist Purchaser in obtaining access to
and the right to review and copy Records pertaining to the Assets not in
Seller's possession or control.  From and after the date of the execution of
this Agreement through the Closing Date, Seller shall not add to or remove from
the Records any contracts, instruments, documents or other materials except for
such additions and removals as are done in the ordinary course of business with
respect to ongoing operations.

        4.13    NO CALL.  No Person has any option to  purchase or similar
right under any agreement with respect to production attributable to the Assets
which could reasonably be expected to materially and adversely affect the value
of  the Assets, taken as a whole.

        4.14    LITIGATION.  No pending litigation or other  proceeding in
which Seller (or its direct predecessor in title) is a named party affects any
of the Assets, and no litigation or other proceeding has been threatened in
writing with respect to any of the Assets.

         LIMITATION AND DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS
AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND
WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND, EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTIONS 4.1 THROUGH 4.5 (WHICH
SHALL SURVIVE CLOSING) THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN
SHALL TERMINATE IN ALL RESPECTS UPON CLOSING.  ANY ASSIGNMENT AND BILL OF SALE
OR OTHER CONVEYANCE EXECUTED AND DELIVERED PURSUANT HERETO SHALL BE: (A)
WITHOUT ANY WARRANTY OR REPRESENTATION OF TITLE, EITHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE; (B) WITHOUT ANY EXPRESS, IMPLIED, STATUTORY OR OTHER

                                      9
<PAGE>   14
WARRANTY OR REPRESENTATION AS TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR
A PARTICULAR PURPOSE, CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR
MERCHANTABILITY OF ANY OF THE ASSETS OR THEIR FITNESS FOR ANY PURPOSE; AND (C)
WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR
REPRESENTATION WHATSOEVER.  AT CLOSING, PURCHASER SHALL HAVE INSPECTED OR
WAIVED ITS RIGHT TO INSPECT THE RECORDS AND THE ASSETS FOR ALL PURPOSES AND
SATISFIED ITSELF AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE ASSETS,
BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS
SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS
SUBSTANCES.  PURCHASER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE ASSETS,
AND, PURCHASER SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS"
CONDITION.  IN ADDITION, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY
DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE
OR HEREAFTER FURNISHED OR MADE AVAILABLE TO PURCHASER IN CONNECTION WITH THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE ASSETS,
PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY)
ATTRIBUTABLE TO THE ASSETS OR THE ABILITY OR POTENTIAL OF THE ASSETS TO PRODUCE
HYDROCARBONS OR THE ENVIRONMENTAL CONDITION OF THE ASSETS OR ANY OTHER MATTERS
CONTAINED IN CONFIDENTIAL INFORMATION OR ANY OTHER MATERIALS FURNISHED OR MADE
AVAILABLE TO PURCHASER BY SELLER OR BY SELLER'S AGENTS OR REPRESENTATIVES.  ANY
AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER
MATERIALS FURNISHED BY SELLER OR BY SELLER'S AGENTS OR REPRESENTATIVES OR
OTHERWISE MADE AVAILABLE TO PURCHASER ARE PROVIDED TO PURCHASER AS A
CONVENIENCE, AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST
SELLER OR SELLER'S AGENTS OR REPRESENTATIVES.  ANY RELIANCE ON OR USE OF THE
SAME SHALL BE AT PURCHASER'S SOLE RISK.  THE ASSIGNMENTS AND BILLS OF SALE OR
OTHER CONVEYANCES TO BE DELIVERED BY SELLER AT CLOSING SHALL EXPRESSLY SET
FORTH THE LIMITATIONS AND DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS PARAGRAPH.

         Seller covenants and agrees that from and after the execution of this
Agreement and until the Closing Date:

         4.15    MAINTENANCE OF ASSETS.  Seller will not sell, transfer, assign,
convey or otherwise dispose of any of the Assets subject to Seller's direct
control, other than (a)  oil, gas and other hydrocarbons produced, saved and
sold in the ordinary course of business, (b) personal property and equipment
which is replaced with property and equipment of comparable or better value and
utility in the ordinary and routine maintenance and operation of the Subject
Properties, and (c) as required in connection with any exercise of preferential
rights or as otherwise required to satisfy obligations to third parties under 
contracts presently existing.

        4.16    NO ENCUMBRANCES.  Seller will not  create any lien, security
interest or encumbrance on the Sale Interest, the oil or gas attributable to
the Assets, or the proceeds thereof, other than Permitted Encumbrances.

        4.17    OPERATIONS.  With respect to any of the  Assets operated by
Seller or a third party, Seller will, subject to the rights of affected parties
under applicable agreements:

                (a)      cause the Assets to be developed, maintained and
                         operated in compliance with applicable laws,
                         ordinances, rules, regulations and orders and in a
                         prudent, good and workmanlike manner, maintain
                         insurance now in force with respect to the Assets,
                         and pay or cause to be paid all costs and expenses in
                         connection therewith;





                                       10
<PAGE>   15

                 (b)      not participate in the drilling of any new well on
                          the Subject Properties or fail to participate in
                          operations on the Subject Properties proposed by
                          other parties, without the advance written consent of
                          Purchaser, which consent or non-consent must be
                          given by Purchaser within three (3) days of the
                          notice from Seller;

                 (c)      not take any action or fail to take any action which
                          is reasonably expected to result in any termination
                          of the leases forming a part of the Subject
                          Properties;

                 (d)      perform and comply with all of its obligations under
                          agreements relating to or affecting the Assets;

                 (e)      carry on its business with respect to the Assets in
                          substantially the same manner as it has heretofore,
                          not introducing any new method of management,
                          operation or accounting with respect to the Assets
                          except as may be required by applicable statutes,
                          rules or regulations or by applicable presently
                          existing contractual obligations;

                 (f)      not enter into or assume any contract, agreement or
                          commitment which is not in the ordinary course of
                          business as heretofore conducted or which involves
                          payments, receipts or potential liabilities with
                          respect to the Subject Properties of more than
                          $25,000, excluding emergency expenditures; and

                 (g)      not resign or otherwise voluntarily relinquish its
                          rights as operator of any Subject Property for which
                          it serves as operator on the date hereof.

                 (h)      not grant any preferential right to purchase or
                          similar right or agree to require the consent of any
                          party to the transfer and assignment of the Assets to
                          Purchaser, subject to existing contractual
                          obligations;

                 (i)      not enter into any gas sales contract or crude oil
                          sales or supply contract with respect to the Subject
                          Properties which is not terminable without penalty
                          upon notice of  thirty (30) days or less;

                 (j)      not enter into any transaction the effect of which,
                          considered as a whole, would be to cause Seller's
                          ownership interest in any of the Assets to be altered
                          from its ownership interest as of the date hereof;

                 (k)      not enter into any settlement of or relinquish any
                          outstanding receivables which are a part of the
                          Assets (including, without limitations, the right to
                          receive any retroactive price adjustments,
                          take-or-pay monies, FERC mandated refunds, accounting
                          adjustments, tax adjustments, and Minerals Management
                          Service refunds);

                 (l)      if any approval or consent by any federal, state or
                          local governmental authority is required to vest
                          Acceptable Title to any of the Sale Interest in
                          Purchaser at Closing, exercise its best efforts, as
                          reasonably requested in writing by Purchaser, to
                          obtain all such required approvals or consents at
                          Purchaser's expense; and

                 (m)      through Closing, give prompt written notice to
                          Purchaser of any notice of default (or written threat
                          of default, whether disputed or denied) received or
                          given by Seller under any instrument or agreement
                          affecting the

                                      11
<PAGE>   16
                          Subject Properties to which Seller is a party or by
                          which it or any of the Subject Properties is bound.
        

      ARTICLE 5.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

         Purchaser represents and warrants to and covenants with Seller that:

         5.1     EXISTENCE.  Each Purchaser is a corporation  duly organized,
validly existing and in good standing under the laws of the state of its
incorporation.

        5.2     POWER.  Purchaser has the requisite power and authority to
enter into and perform this Agreement and the transactions contemplated hereby. 
The execution, delivery and performance of this Agreement by Purchaser, and the
transactions contemplated hereby, will not (a) violate any provision of any
Purchaser's respective certificate or articles of incorporation or
organization, as the case may be, bylaws, regulations or other governing
documents; (b) to the best knowledge and belief of Purchaser, conflict with,
result in a breach of, constitute a default (or an event that with the lapse of
time or notice, or both would constitute a default) under any agreement or
instrument to which any Purchaser is a party or by which any Purchaser is
bound, (c) to the best knowledge and belief of each Purchaser, violate any
judgment, order, ruling, or decree applicable to any Purchaser and entered or
delivered in a proceeding in which Purchaser was or is a  named party; or (d)
to the best knowledge and belief of each Purchaser, violate any applicable law,
rule or regulation.

        5.3     AUTHORIZATION.  The execution, delivery and performance of this
Agreement and the transactions contemplated hereby have been duly and validly
authorized by all requisite action on the part of each Purchaser.  This
Agreement has been duly executed and delivered on behalf of each Purchaser, and
at Closing all documents and instruments required hereunder to be executed and
delivered by each Purchaser shall have been duly executed and delivered.  This
Agreement and such documents and  instruments shall constitute legal, valid and
binding obligations of each Purchaser enforceable in accordance with their
terms, subject, however, to the effect of bankruptcy, insolvency,
reorganization, moratorium and similar laws from time to time in effect
relating to the rights and remedies of creditors, as well as to general 
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).

         5.4     BROKERS.  Purchaser has not incurred any obligation or
liability, contingent or otherwise, for brokers' or finders' fees in respect of
the matters provided for in this Agreement which will be the responsibility of
Seller, and any such obligation or liability that might exist shall be the sole
obligation of Purchaser.

        5.5     INVESTMENT INTENT.  Purchaser is acquiring the Assets for
Purchaser's own account for investment, and not with a view to, or for resale
in connection with, any distribution thereof within the meaning of the
Securities Act of 1933, and shall not resell any or all of the Assets except in
compliance with all applicable securities laws.


                  ARTICLE 6.  SELLER'S CONDITIONS OF CLOSING

         Seller's obligation to consummate the transactions provided for herein
is subject only to the satisfaction or waiver by Seller on or before the
Closing Date of the following conditions:

        6.1     REPRESENTATIONS.  The representations and warranties of
Purchaser contained in Article 5 shall be true and correct in all material
respects on the Closing Date as though made on and as of that date.





                                       12
<PAGE>   17
         6.2     PERFORMANCE.  Purchaser shall have performed in all material
respects the obligations, covenants and agreements hereunder to be performed by
it at or prior to the Closing.

         6.3     OFFICER'S CERTIFICATE.  Each Purchaser shall have delivered to
Seller a certificate of an executive officer dated the Closing Date, certifying
on behalf of such Purchaser that the conditions set forth in Sections 6.1 and
6.2 have been fulfilled.

         6.4     PENDING MATTERS.  No suit, action or other proceeding by a
third party or a governmental authority shall be pending or threatened which
seeks substantial damages from Seller in connection with, or seeks to restrain,
enjoin or otherwise prohibit, the consummation of the transactions contemplated
by this Agreement.

         6.5     HSR ACT.  The waiting period required by the HSR Act (as
defined in Section 13.20 below) shall have expired or been terminated.


                ARTICLE 7.  PURCHASER'S CONDITIONS OF CLOSING

         Purchaser's obligation to consummate the transactions provided for
herein is subject only to the satisfaction or waiver by Purchaser on or before
the Closing Date of the following conditions:

         7.1     REPRESENTATIONS.  The representations and warranties of Seller
contained in Article 4 shall be true and correct in all material respects on
the Closing Date as though made on and as of that date.

         7.2     PERFORMANCE.  Seller shall have performed in all material
respects the obligations, covenants and agreements hereunder to be performed by
it at or prior to the Closing.

         7.3     OFFICER'S CERTIFICATE.  Seller shall have delivered to
Purchaser certificates of  executive officers of Seller's respective general
partners, dated the Closing Date, certifying on behalf of such Seller that the
conditions set forth in Sections 7.1 and  7.2 have been fulfilled.

         7.4     PENDING MATTERS.  No suit, action or other proceeding by a
third party or a governmental authority shall be pending or threatened which
seeks substantial damages from Purchaser in connection with or, seeks to
restrain, enjoin or otherwise prohibit, the consummation of the transactions
contemplated by this Agreement.

         7.5     HSR ACT.  The waiting period required by the HSR Act (as
defined in Section 13.20 below) shall have expired or been terminated.


                             ARTICLE 8.  CLOSING

         8.1     TIME AND PLACE OF CLOSING. If the conditions to Closing have
been satisfied or expressly waived by the party entitled to the benefits
thereof, the consummation of the transactions contemplated hereby ("CLOSING")
shall take place at Seller's offices in Midland, Texas, on August 15, 1995 (or
August 31, 1995, if Purchaser elects to extend Closing by delivery to Seller of
its written election to such effect and $15,000 on or before August 8, 1995 
("PURCHASER'S EXTENSION"), at 8:30 a.m, or at  such other place and time or in
such other manner agreed upon by Seller and Purchaser ("CLOSING DATE");
PROVIDED, that Seller shall have the right to extend Closing for up to thirty
(30) days to respond to any Notice of Defects provided by Purchaser and that
any extension by Seller shall not serve to provide Purchaser rights not
otherwise expressly provided herein, nor to extend any rights of Purchaser
contained herein, including, without limitation, those contained in Section
3.5.

                                      13
<PAGE>   18
         8.2     CLOSING OBLIGATIONS.  At the Closing,

         (a)     Seller shall convey and deliver the Assets to Purchaser as
                 provided hereby by executing, acknowledging and delivering
                 conveyancing documents in mutually acceptable form
                 (collectively, the "ASSIGNMENT AND BILL OF SALE");

         (b)     Seller and Purchaser shall execute, acknowledge and deliver 
                 transfer orders or letters in lieu thereof directing all 
                 purchasers of production to make payment to Purchaser of 
                 proceeds attributable to the Sale Interest;

         (c)     Purchaser shall deliver the Adjusted Purchase Price as 
                 provided in Article 2;

         (d)     Purchaser and Seller shall execute and deliver a settlement
                 statement (the "PRELIMINARY SETTLEMENT STATEMENT") prepared by
                 Seller and setting forth the Purchase Price and all
                 adjustments thereto agreed upon by the parties, using the best
                 information available, subject to Section 13.18;

         (e)     Seller and Purchaser shall execute a licensing agreement in
                 mutually acceptable form and substance concerning all seismic,
                 geologic and geophysical data covering the Subject Properties
                 and owned by Seller as of the date hereof; and

         (f)     Purchaser and Seller shall execute such other instruments and
                 take such other action as may be necessary to carry out their
                 respective obligations under this Agreement.


                     ARTICLE 9.  POST-CLOSING OBLIGATIONS

         9.1     RECEIPTS AND CREDITS; SUSPENSE FUNDS.  Subject to the terms 
hereof, all monies, refunds, proceeds, receipts, credits and income 
attributable to the purchased Assets (a) for all periods of time from and after
the Effective Time shall be the sole property and entitlement of the Purchaser,
and, to the extent received by Seller, Seller shall fully disclose and account
therefor to Purchaser promptly, and (b) for all periods of time prior to the
Effective Time shall be the sole property and entitlement of Seller to the
extent received by Purchaser or Seller prior to the Final Accounting Date or
allocated to Seller in the Final Accounting, and if received by Purchaser,
Purchaser shall fully disclose and account therefore to Seller promptly.
Purchaser shall pay Seller for Seller's share of hydrocarbons attributable to
the purchased Assets in storage above the pipeline connection or in transit on
the Effective Time at the purchaser's then posted field price for hydrocarbons
of like grade and gravity in the relevant field, net of all applicable taxes. 
Seller and Purchaser recognize that as of the Effective Time there may be over
or under imbalances with respect to gas production, gathering, transportation
or processing attributable to the Subject Properties ("IMBALANCES") and hereby
agree that (i) Imbalances shall not be included in any Identified Claims
asserted hereunder, and (ii) the Subject Properties will be conveyed
specifically subject to Imbalances which exist as of the Effective Time, with
Purchaser, as of Closing, bearing and assuming all obligations with respect to
any overproduction account or liability and receiving the benefit of and being
credited with any underproduction account or credit.  At Closing, Seller shall
deliver to Purchaser all amounts in Seller's possession due third party owners
of interests in the Subject Properties, and Purchaser agrees that it shall be
solely responsible for the disposition of such funds, the payment thereof  to
the rightful owners and the payment, if any, of royalty thereon (the "SUSPENSE
FUNDS").
        




                                      14
<PAGE>   19
9.2     COSTS AND LIABILITIES; INDEMNITY

        (a)      As used in this Agreement, "CLAIMS" shall includ costs, 
                 expenses, obligations, claims, demands, causes
                 of action, liabilities, damages, fines, penalties and
                 judgments of any kind or character, whether matured
                 or unmatured, absolute or contingent, accrued or
                 unaccrued, liquidated or unliquidated, known or
                 unknown, and all costs and fees (including, without
                 limitation, interest, attorneys' fees, costs of
                 experts, court costs and costs of investigation)
                 incurred in connection therewith, including, but not
                 limited to claims arising from or directly or
                 indirectly related to royalty, operating, suspense
                 and capital obligations attributable to the purchased
                 Assets.  As used in this Section 9.2, "ASSETS" shall
                 include the Suspense Funds.

        (b)      Notwithstanding anything in this Agreement to the
                 contrary, it is the express intent and agreement of
                 Seller and Purchaser that, if Closing occurs,
                 Purchaser shall accept the purchased Assets in their
                 "AS IS, WHERE IS" condition, subject to any and all
                 defects, deficiencies, irregularities and claims
                 related or attributable in any manner thereto,
                 including, without limitation, Title Defects,
                 Contract Defects, Property Defects, Identified Claims
                 or any other matter affecting in any respect the
                 title or physical condition of,  or the right to own,
                 use, operate, develop or enjoy, the purchased Assets,
                 whether known or unknown, liquidated or unliquidated,
                 fixed or contingent, direct or indirect.
                 
        (c)      At Closing and without further action or
                 documentation, Purchaser (i) shall assume, be
                 responsible for and comply with all duties and
                 obligations, express or implied, arising at any time
                 with respect to the purchased Assets, including,
                 without limitation (1) those arising under or by
                 virtue of any lease, contract, agreement, document,
                 permit, law, statute, rule, regulation or order of
                 any governmental authority or court (specifically
                 including, without limitation, any governmental
                 request or other requirement to plug, re-plug or
                 abandon any well of whatsoever type, status or
                 classification, or take any clean-up, remedial or
                 other action with respect to the purchased Assets),
                 (2) preferential rights to purchase and (3) third
                 party consents; (ii) shall assume, be responsible for
                 and pay all claims affecting or arising, directly or 
                 indirectly, at any time in connection with the purchased
                 Assets, including, without limitation, claims for personal or 
                 property injury or damage, environmental cleanup, remediation, 
                 or compliance, or for any other relief, arising directly or 
                 indirectly from or incident to, the use, occupation, 
                 operation, maintenance  or abandonment of or production from 
                 the purchased Assets, or condition of the purchased Assets, 
                 whether latent or patent, including, without limitation, 
                 contamination of property or premises with Naturally 
                 Occurring Radioactive Materials ("NORM"), and whether or not 
                 arising solely from or contributed to by the negligence in 
                 any form, whether active or passive, or of any kind or nature, 
                 of Seller or its predecessors in title or their respective 
                 agents, employees or contractors; and (iii) shall defend, 
                 indemnify and hold Seller harmless from any and all claims
                 arising, asserted or due at any time in connection with the 
                 foregoing.

        (d)      after Closing, any claim for indemnity
                 hereunder shall be made by written notice, together
                 with a written description of any claims asserted
                 stating the nature and basis of such claim and, if
                 ascertainable, the amount thereof.  Purchaser shall
                 have a period of twenty (20) days
                 

                                      15
<PAGE>   20
                    after receipt of such notice within which to respond
                    thereto or, in the case of a claim which requires a
                    shorter time for response, then within such shorter
                    period as specified by Seller in such notice (the
                    "NOTICE PERIOD").  If Purchaser denies liability
                    hereunder or fails to provide the defense for any
                    claim, Seller may defend or compromise the claim as
                    it deems appropriate without prejudice to any of
                    Seller's rights hereunder, with no right of Purchaser
                    to approve or disapprove any actions taken in
                    connection therewith by Seller.  If Purchaser accepts
                    liability and responsibility for the defense of any
                    claim, it shall so notify Seller as soon as is
                    practicable prior to the expiration of the Notice
                    Period and undertake the defense or compromise of
                    such claim with counsel selected by Purchaser and
                    reasonably acceptable to Seller. If Purchaser
                    undertakes the defense or compromise of such claim,
                    Seller shall be entitled, at its own expense, to
                    participate in such defense.  No compromise or
                    settlement of any claim shall be made without
                    reasonable notice to Seller, and without the prior
                    written approval of Seller, which approval shall not
                    be unreasonably withheld or delayed, unless such
                    compromise or settlement includes a general and
                    complete release of Seller, its Affiliates and their
                    respective Representatives in respect of the matter,
                    with prejudice, and with no express or written
                    admission of liability on the part of Seller, its
                    Affiliates and their respective Representatives, and
                    no constraints on the future conduct of its or their
                    respective businesses.
  
           (e)      Seller shall have the right at all times to
                    participate, at its sole cost, in the preparation for
                    any hearing or trial related to the indemnities set
                    forth in this Agreement, as well as the right to
                    appear on its own behalf or to retain separate
                    counsel to represent it at any such hearing or trial.

           (f)      THE INDEMNITIES PROVIDED IN THIS AGREEMENT SHALL
                    EXTEND TO SELLER AND ITS AFFILIATES AND ANY PERSON
                    WHO AT ANY TIME HAS SERVED OR IS SERVING AS A
                    DIRECTOR, OFFICER, EMPLOYEE, CONSULTANT, INVITEE OR
                    AGENT THEREOF (EACH A "REPRESENTATIVE"), AND EACH OF
                    THEIR RESPECTIVE HEIRS, EXECUTORS, SUCCESSORS AND
                    ASSIGNS, AND SHALL APPLY TO ALL CLAIMS SUBJECT TO
                    INDEMNITY HEREUNDER, INCLUDING THOSE BASED ON
                    NEGLIGENCE OF ANY NATURE, INCLUDING SOLE NEGLIGENCE,
                    SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE
                    NEGLIGENCE, PASSIVE NEGLIGENCE, STRICT LIABILITY OR
                    FAULT OF SELLER (OR ANY OTHER INDEMNIFIED PARTY) OR
                    ANY OTHER THEORY OF LIABILITY OR FAULT, WHETHER OF
                    LAW (WHETHER COMMON OR STATUTORY) OR IN
                    EQUITY; PROVIDED, HOWEVER, PURCHASER SHALL NOT BE
                    LIABLE FOR OR INDEMNIFY SELLER FOR ANY CLAIM ASSERTED
                    BY PURCHASER AND ARISING FROM A BREACH BY SELLER OF
                    THIS AGREEMENT.  THE INDEMNIFICATION PROVISIONS OF
                    THIS SECTION 9.2 SHALL BE IN ADDITION TO ANY OTHER
                    INDEMNITY PROVISIONS CONTAINED IN THIS AGREEMENT, AND
                    IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE TERMS
                    OF THIS SECTION 9.2 SHALL CONTROL OVER ANY
                    CONFLICTING OR CONTRADICTING TERMS OR PROVISIONS
                    CONTAINED IN THIS AGREEMENT, AND SHALL SURVIVE
                    CLOSING.

         9.3     FURTHER ASSURANCES.  After Closing, Seller and Purchaser 
agree to take such further actions and to execute, acknowledge and deliver all 
such further documents that are necessary or useful in carrying out the 
purposes of this Agreement or of any document delivered pursuant hereto.





                                       16
<PAGE>   21
         9.4     DELIVERY OF RECORDS.  As soon as reasonably possible but no 
later than thirty (30) days after the Closing Date, Seller shall deliver
originals (or copies where originals are not available) of the Records to
Purchaser; PROVIDED, that Seller (i) shall exercise its best efforts to provide
Purchaser at Closing or as soon thereafter as is practicable with all Records
necessary to assume and conduct operations of the Assets, and (ii) shall have
the right to retain, as its own, original Records that pertain to the Excluded
Assets and copies of all other Records.
        
         9.5     ACCOUNTING FOR SUBJECT PROPERTIES.  At the request of 
Purchaser, Seller shall continue to account for all Subject Properties
presently operated by it through the last day of the month in which Closing
occurs, in accordance with its customary procedures; PROVIDED, however, that
such accounting shall be for Purchaser's sole benefit and at Purchaser's sole
risk and that Purchaser shall indemnify Seller for such activities in
accordance with Section 9.2.
        
         9.6     ACCESS TO DATA.  Subject to the rights of third parties and 
to the extent attributable to the purchased Subject Properties, Seller shall
provide Purchaser reasonable access at their place of storage to all seismic,
geologic and geophysical records and data not obtained from SFER, SFEOP,
SFERP-A or any of their respective Affiliates and in Seller's possession as of
the Effective Time.  Subject to the rights of third parties and Seller's
proprietary rights, Seller shall provide Purchaser with reasonable access to
Seller's books and records after Closing as necessary for Purchaser to prepare
its financial statements.
        


                           ARTICLE 10.  TERMINATION

         10.1    RIGHT OF TERMINATION.  This Agreement and the transactions 
contemplated hereby may be terminated at any time at or prior to the Closing:

                 (a)      By Seller if Closing does not occur on or before
                          September 15, 1995 (or September 30, 1995, upon
                          Purchaser's Extension);

                 (b)      By mutual consent of the parties;

                 (c)      By Purchaser or Seller in accordance with Section 3.6;

                 (d)      By Purchaser by notice delivered to Seller on the
                          Closing Date if all conditions described in Article 7
                          shall not have been met and such noncompliance shall
                          not have been caused or waived by the actions or
                          inactions of Purchaser; or

                 (e)      By Seller by notice delivered to Purchaser on the
                          Closing Date if all conditions described in Article 6
                          shall not have been met and such noncompliance shall
                          not have been caused or waived by the actions or
                          inactions of Seller.

         10.2    EFFECT OF TERMINATION.  If this Agreement is terminated 
pursuant to Section 10.1, this Agreement shall become void and of no further
force or effect (except for the provisions of Sections  4.4, 5.4, 13.1 through
13.11 and 13.14 through 13.17, each of which shall survive such termination and
continue in full force and effect); PROVIDED, however, (i) that if either party
is in material default of its obligations under this Agreement at the time this
Agreement is so terminated, such defaulting party shall continue to be liable
to the other party for damages and other remedies available at law or in equity
(including, without limitation, for specific performance) in respect of such
default and such liability shall not be affected by such termination; and (ii)
if this Agreement is so terminated by Purchaser, in the absence of a default
hereunder by Purchaser, the Deposit shall be returned to Purchaser, or if so
terminated by Seller, as the result of a default hereunder by Purchaser, the
Seller may, in its sole discretion,
        

                                      17
<PAGE>   22
elect to retain the Deposit as liquidated damages (it being agreed by the
parties that damages in said event would be extremely difficult to determine,
and that the Deposit represents a fair and reasonable estimate of such damages
under the circumstances, and does not constitute a penalty).  Notwithstanding
anything to the contrary contained in this Agreement, upon any termination of
this Agreement pursuant to Section 10.1 by Seller, in the absence of a material
default hereunder by Seller, Seller shall be free immediately to enjoy all
rights of ownership of the Assets and may sell, transfer, encumber or otherwise
dispose of the Assets to any party without any restriction under this Agreement
and without any impairment of its rights hereunder to recover damages from
Purchaser arising from any default hereunder by Purchaser; PROVIDED, that
Seller's right to seek specific performance of Purchaser's obligations
hereunder shall be waived upon any such disposition of the Assets and that its
right to seek or recover any other damages shall be waived upon its election to
retain the Deposit.


                              ARTICLE 11.  TAXES

         11.1    APPORTIONMENT OF AD VALOREM AND PROPERTY TAXES.  All ad 
valorem taxes, real property taxes, personal property taxes, and similar
obligations concerning the Assets with respect to the tax period in which the
Effective Time occurs ("PROPERTY TAXES") shall be apportioned as of the
Effective Time between Seller and Purchaser.  Purchaser shall file or cause to
be filed all required reports and returns incident to the Property Taxes and
shall pay or cause to be paid to the taxing authorities all Property Taxes
relating to the tax period in which the Effective Time occurs.  Seller shall
pay to Purchaser its pro rata portion of Property Taxes within thirty (30) days
after receipt of Purchaser's invoice therefor, unless the Purchase Price has
previously been adjusted for such liability.
        
         11.2    SALES TAXES.  The Purchase Price excludes any sales taxes or 
other taxes required to be paid in connection with the sale of property
pursuant to this Agreement.  Purchaser shall be liable for all sales, use and
other taxes, conveyance, transfer and recording fees and real estate transfer
stamps or taxes that may be imposed on any transfer of property pursuant to
this Agreement.  These taxes shall be collected and remitted under applicable
law.  Purchaser shall indemnify and hold Seller harmless with respect to the
payment of any of these taxes including any interest or penalties assessed
thereon.
        
         11.3    OTHER TAXES.  All taxes (other than income taxes) which are 
imposed on or with respect to the production of oil, natural gas or other
hydrocarbons or minerals or the receipt of proceeds therefrom (including but
not limited to severance, production, and excise taxes) shall be apportioned
between the parties based upon  the respective shares of production taken by
the parties.  From and after Closing, Purchaser shall be responsible for paying
or withholding or causing to be paid or withheld all such taxes and for filing
all statements, returns, and documents incident thereto.
        
         11.4    COOPERATION.  Each party to this Agreement shall provide the 
other party with reasonable access to all relevant documents, data and other
information which may be required by the other party for the purpose of
preparing tax returns and responding to any audit by any taxing jurisdiction. 
Each party to this Agreement shall cooperate with all reasonable requests of
the other party made in connection with contesting the imposition of taxes. 
Notwithstanding anything to the contrary in this Agreement, neither party to
this Agreement shall be required at any time to disclose to the other party any
tax return or other confidential tax information.
        

                 ARTICLE 12.  PHYSICAL CONDITION OF THE ASSETS

         12.1    PRIOR USE OF ASSETS.  THE ASSETS HAVE BEEN USED FOR OIL AND 
GAS DRILLING AND PRODUCING OPERATIONS AND RELATED OIL FIELD OPERATIONS.  
PHYSICAL





                                      18
<PAGE>   23
CHANGES IN THE LAND MAY HAVE OCCURRED AS A RESULT OF SUCH USES.  THE ASSETS
ALSO MAY INCLUDE BURIED PIPELINES AND OTHER EQUIPMENT,  WHETHER OR NOT OF A
SIMILAR NATURE, THE LOCATIONS OF WHICH MAY NOT NOW BE KNOWN BY SELLER OR
READILY APPARENT BY A PHYSICAL INSPECTION OF THE PROPERTY.  PURCHASER
UNDERSTANDS THAT SELLER DOES NOT HAVE THE REQUISITE INFORMATION WITH WHICH TO
DETERMINE THE EXACT NATURE OR CONDITION OF THE ASSETS OR THE AFFECT ANY SUCH
USE HAS HAD  ON THE PHYSICAL CONDITION OF THE LANDS BURDENED BY THE ASSETS.

         12.2    ASSUMPTION OF ASSETS IN PRESENT CONDITION.  PURCHASER 
ACKNOWLEDGES THAT (i) THE CONSUMMATION OF THIS AGREEMENT BY PURCHASER SHALL BE
ON THE BASIS OF ITS OWN INVESTIGATION OF THE PHYSICAL CONDITION OF THE ASSETS,
INCLUDING, WITHOUT LIMITATIONS, SUBSURFACE CONDITION; (ii) THE ASSETS HAVE BEEN
USED IN THE MANNER AND FOR THE PURPOSES SET FORTH ABOVE AND THAT PHYSICAL
CHANGES TO THE ASSETS AND THE LANDS BURDENED THEREBY MAY HAVE OCCURRED AS A
RESULT OF SUCH USE; AND (iii) NORM AND MAN-MADE MATERIAL FIBERS ("MMMF") MAY BE
PRESENT AT SOME LOCATIONS.  PURCHASER ACKNOWLEDGES THAT NORM IS A NATURAL
PHENOMENON ASSOCIATED WITH MANY OIL FIELDS IN THE UNITED STATES AND THROUGHOUT
THE WORLD. PURCHASER SHALL MAKE ITS OWN DETERMINATION OF THIS PHENOMENON AND
OTHER CONDITIONS. SELLER DISCLAIMS ANY LIABILITY ARISING OUT OF OR IN
CONNECTION WITH ANY PRESENCE OF NORM OR MMMF ON OR AFFECTING THE ASSETS.  IN
ACCORDANCE WITH SECTION 9.2 AND AT CLOSING, PURCHASER SHALL ASSUME THE RISK
THAT THE PURCHASED ASSETS MAY CONTAIN WASTES OR CONTAMINANTS AND ADVERSE
PHYSICAL CONDITIONS, INCLUDING THE PRESENCE OF PIPELINES, EQUIPMENT AND OTHER
ITEMS OF PERSONAL PROPERTY, AND WASTES OR CONTAMINANTS WHICH MAY NOT HAVE BEEN
REVEALED BY PURCHASER'S INVESTIGATION.  IN ACCORDANCE WITH SECTION 9.2 AND AT
CLOSING, ALL RESPONSIBILITY AND LIABILITY RELATED TO DISPOSALS, SPILLS, WASTES,
OR CONTAMINATION, OR OTHER ADVERSE PHYSICAL CONDITIONS ON, BELOW, OR RELATED TO
OR AFFECTING THE PURCHASED ASSETS SHALL BE ASSUMED BY PURCHASER AND PURCHASER
SHALL, NOTWITHSTANDING WHEN THE BASIS FOR ANY CLAIM, ACTION, SUIT, JUDGMENT
(INCLUDING, WITHOUT LIMITATION, THOSE FOR DEATH, PERSONAL INJURY OR PROPERTY
DAMAGE) SHALL HAVE OCCURRED, INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS
THEREFROM PURSUANT TO SECTION 9.2.
        
         12.3    CASUALTY LOSS.  In the event of any material damage by fire 
or other casualty to any of the Assets prior to the Closing ("CASUALTY LOSS"),
this Agreement shall remain in full force and effect, and as to each affected
Asset, Seller shall at its election either collect (and when collected pay over
to Purchaser) or assign to Purchaser any and all insurance claims related to
such damage, and Purchaser shall take title to the affected Asset without
reduction in the Purchase Price.
        
                         ARTICLE  13.  MISCELLANEOUS

         13.1     GOVERNING LAW.  This Agreement and all instruments executed 
in accordance herewith shall be governed by and interpreted in accordance with
the laws of the State of Texas, without regard to conflict of law rules that
would direct  application of the laws of another jurisdiction, except to the
extent that it is mandatory that the law of the jurisdiction wherein the Assets
are located shall apply.  In the event of any litigation or other proceeding in
connection with this Agreement, the venue for any such proceeding shall be in a
court of competent jurisdiction located in Midland County, Texas, and the
prevailing party shall be entitled to recover its reasonable attorney's fees
and costs incurred therein from the other party, in addition to any damages
awarded.
        
         13.2    ENTIRE AGREEMENT.  This Agreement, the Assignment and Bill of 
Sale, the Site Access Agreement dated June 9, 1995, between Purchaser and 
Seller, and the Confidentiality

                                      19
<PAGE>   24
Agreement of even date between Purchaser and Parker & Parsley Petroleum Company
(the "CONFIDENTIALITY AGREEMENT") constitute the entire agreement between the
parties and supersede all prior agreements, understandings,  negotiations and
discussions, whether oral or written, of the parties.  No supplement,
amendment, alteration, modification, waiver or termination of this Agreement
shall be binding unless executed in writing by the parties hereto.

         13.3     WAIVER.  No waiver of any of the provisions of this 
Agreement shall be deemed or shall constitute a waiver of any other provisions 
hereof (whether or not similar), nor shall such waiver constitute a continuing 
waiver unless otherwise expressly provided.

         13.4     CAPTIONS.  The captions in this Agreement are for convenience 
only and shall not be considered a part of or affect the construction or 
interpretation of any provision of this Agreement.

         13.5    ASSIGNABILITY.  Except pursuant to a like kind exchange 
pursuant to Section 2.3, neither party hereto shall assign (whether before, at
or after Closing) this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other party, which may be withheld for
any or no reason.  Any assignment made without such consent shall be void. 
Except as otherwise provided herein, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective permitted
successors and assigns.
        
         13.6     NOTICES.  Any notice provided or permitted to be given under 
this Agreement shall be in writing, and may be served by personal delivery or
by registered or certified U.S. mail, addressed to the party to be notified,
postage prepaid, return receipt requested.  Notice deposited in the mail in the
manner hereinabove described shall be deemed to have been given and received on
the date of the delivery as shown on the return receipt.  Notice served in any
other manner (including by facsimile delivery) shall be deemed to have been
given and received only if and when actually received by the addressee.  For
purposes of notice, the addresses of the parties shall be as follows:
        
SELLER:
     
     Parker & Parsley Development L.P.
     Attn:  Tim Leach and W.T. Howard
     303 W. Wall, Suite 101
     Midland, Texas  79701
     Telephone:       (915) 683-4768
     Fax:             (915) 571-5208
     
     with copy to:            David W. Copeland
                              303 W. Wall, Suite 101
                              Midland, Texas  79701
                              Telephone:       (915) 683-4768
                              Fax:             (915) 571-5815
                              
PURCHASER:
     
     Lomak Petroleum, Inc.
     Attn: C.R. Michaels
     1160 Sunnyside Street, S.W.
     P. O. Box 550
     Hartville, Ohio 44632-0550
     Telephone:       (216) 877-6747
     Fax:             (216) 877-6129
     




                                      20
<PAGE>   25
Each party shall have the right, upon giving three (3) days prior notice to the
other in the manner hereinabove provided, to change its address for purposes of
notice to any other appropriate street address.

         13.7  DTPA WAIVER.  TO THE EXTENT APPLICABLE TO THE ASSETS OR ANY 
PORTION THEREOF, EACH PURCHASER HEREBY WAIVES THE PROVISIONS OF THE TEXAS
DECEPTIVE TRADE PRACTICES ACT, CHAPTER 17, SUBCHAPTER E, SECTIONS 17.41 THROUGH
17.63, INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), TEX. BUS. &
COM. CODE.  IN ORDER TO  EVIDENCE ITS ABILITY TO GRANT SUCH WAIVER, PURCHASER
HEREBY REPRESENTS AND WARRANTS TO SELLER THAT IT (i) IS IN THE BUSINESS OF
SEEKING OR ACQUIRING, BY PURCHASE OR LEASE, GOODS OR SERVICES FOR COMMERCIAL OR
BUSINESS USE; (ii) HAS ASSETS OF $5,000,000 OR MORE ACCORDING TO ITS MOST
RECENT FINANCIAL STATEMENT PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES; (iii) HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL,
BUSINESS AND OIL AND GAS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND
RISKS OF THE TRANSACTIONS CONTEMPLATED HEREBY; (iv) IS NOT IN A SIGNIFICANTLY
DISPARATE BARGAINING POSITION; AND (v) THAT THIS WAIVER IS A MATERIAL AND
INTEGRAL PART OF THIS AGREEMENT AND THE CONSIDERATION THEREOF.
        
         13.8  EXPENSES.  Each party shall be solely responsible for
all expenses incurred by it in connection with this transaction (including, 
without limitation, fees and expenses of its own legal counsel and
accountants).

         13.9  SEVERABILITY.  If any term or other provision of this 
Agreement is invalid, illegal or incapable of being enforced under any rule of
law, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in a materially adverse
manner with respect to either party.
        
         13.10 DAMAGES.  The parties waive any rights to punitive and 
incidental or consequential damages resulting from a breach of this Agreement.

         13.11 NO THIRD PARTY BENEFICIARY.  This Agreement is not intended 
to create, nor shall it be construed to create, any rights in any third party 
under doctrines concerning third party beneficiaries.

         13.12 SURVIVAL.  The representations and warranties of the parties 
under this Agreement shall not survive, but shall terminate upon and be
extinguished by, Closing; PROVIDED, however, that (i) all representations,
waivers, covenants, agreements and indemnities contained entirely within 
Sections 1.2, 3.1, 3.6, 4.1 through 4.5 and 5.1 through 5.6, and Articles 9,
11, 12 or 13 of this Agreement shall survive the Closing, and (ii) Seller's
obligation with respect to Further Conveyances (as defined in Section 3.1
above) shall expire on the first anniversary of the Closing Date with respect
to matters not asserted prior to such anniversary date with the specificity
required of Notice of Defects given hereunder; FURTHER PROVIDED, that,
notwithstanding anything herein to the contrary, Purchaser expressly agrees and
acknowledges that it shall have no remedy or recourse against Seller or its
Affiliates or any of their respective Representatives with respect to the
condition of the Assets or any representation or warranty made in connection
with this Agreement, except as expressly provided by Section 3.6.
        
         13.13 COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
        
         13.14 CERTAIN DEFINITIONS.  As used in this Agreement, (a) the term 
"AFFILIATE" means, as to any Person, each other Person that directly or
indirectly (through one or more intermediaries or otherwise) controls, is
controlled by, or is under common control with, such Person; (b) the

                                      21
<PAGE>   26
term "PERSON" means an individual, corporation, partnership, association, joint
stock company, trust or trustee thereof, estate or executor thereof,
unincorporated organization or joint venture, court or other governmental unit
or any agency or subdivision thereof, or any other legally recognizable entity;
and (c) the terms "TO [SELLER'S OR PURCHASER'S, AS THE CASE MAY BE] KNOWLEDGE"
or "KNOWN TO"  and other terms of similar import shall mean, with respect to
the referenced party, only the then existing actual non-privileged knowledge of
any president or vice president of such party or of such party's general or
managing partner or agent, as the case may be, and are not intended to imply
that such party in fact has actual knowledge of the subject matter to which
such terms apply.

         13.15 CONSTRUCTION OF AMBIGUITY.  In the event of any ambiguity in 
any of the terms or conditions of this Agreement, including any exhibits hereto
and whether or not placed of record, such ambiguity shall not be construed for
or against any party hereto on the basis that such party did or did not author
the same.
        
         13.16 WAIVER OF JURY TRIAL.  SELLER AND PURCHASER DO HEREBY 
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT 
TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING BASED UPON, 
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED 
HEREBY.

         13.17 PUBLICITY.  Seller and Purchaser shall consult with each other 
with regard to all publicity and other releases and disclosures to be made
prior to, at or after Closing concerning this Agreement and the transactions
contemplated hereby, which are not otherwise expressly permitted by the
Confidentiality Agreement, and, except as required by applicable law or the
applicable rules or regulations of any governmental body or stock exchange,
neither party shall make any disclosure or issue any publicity or other release
without the prior written consent of the other party, which consent shall not
be unreasonably withheld or delayed.
        
         13.18 ACCOUNTING.

         A.      Seller shall deliver to Purchaser on or before the fourth
                 business day prior to Closing the Preliminary Settlement
                 Statement setting forth any adjustments to the Purchase Price
                 provided for in or required by this Agreement, using estimates
                 where actual amounts are not known at the Closing.  The
                 Preliminary Settlement Statement shall be prepared in
                 accordance with this Agreement and with standard industry and
                 accounting practices.  In connection with the preparation of
                 the Preliminary Settlement Statement, the Purchase Price shall
                 be (1) increased by (a) the costs and expenses that are
                 attributable to the Subject Properties for the period from the
                 Effective Time to the Closing Date that are incurred by
                 Seller, and (b) other amounts due Seller and contemplated
                 hereby; PROVIDED, that Seller should not be entitled to any
                 reimbursement from Purchaser for administrative overhead
                 charges allocated to the Subject Properties, and (2) reduced
                 by (a) proceeds received by Seller for hydrocarbons
                 attributable to the Subject Properties  produced after the
                 Effective Time, and (b) other amounts due Purchaser and
                 contemplated hereby.

         B.      As soon as reasonably practicable after the Closing, but not
                 later than ninety (90) days thereafter Seller shall prepare,
                 in accordance with this Agreement and with standard industry
                 and accounting practices, and deliver to Purchaser, a final
                 accounting statement showing the proration and calculation of
                 credits and payment obligations of Purchaser and Seller
                 hereunder.  As soon as reasonably practicable thereafter,
                 Purchaser shall deliver to Seller a written report containing
                 any changes that Purchaser  proposes to be made to such
                 statement.  The parties shall use their best efforts to reach
                 agreement (the "FINAL ACCOUNTING") on the final accounting
                 statement on or before the 120th day after the Closing Date
                 (such date the "FINAL ACCOUNTING DATE", whether or not Seller

                                      22

<PAGE>   27
               and Purchaser have agreed on the Final Accounting).  Once the
               Final Accounting has been agreed to by Purchaser and Seller,
               there shall be no further adjustments to the Purchase Price.  At
               Closing, Purchaser shall assume and acquire all rights,
               obligations and liabilities relating to the purchased Assets
               whether arising before or after the Effective Time, as provided
               in Article 9.
        
         13.19 OPERATORSHIP.  Seller does not represent to Purchaser that 
Purchaser will automatically succeed to the operatorship of any given Subject
Property as to which Seller is currently the operator.  Purchaser recognizes
and agrees that Purchaser will be required to comply with applicable operating
agreements, unit operating agreements or other similar contracts relating to
any elections or other selection procedures in order to succeed Seller as
operator.
        
         13.20 HSR ACT.  The parties shall exercise their best efforts to file 
(or will cause their ultimate parent entities to file) with the United States
Federal Trade Commission and the United States Department of Justice all
notifications and reports required for the transaction contemplated hereby
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR ACT"), and
shall request early termination of the prescribed waiting period.  Both parties
shall use their best efforts to promptly supply any supplemental or additional
information which may be requested in connection therewith pursuant to the HSR
Act and shall comply in all material respects with the requirements of the HSR
Act.  Closing of the transaction contemplated hereby shall not occur unless and
until all necessary filings and notifications under the HSR Act have been made,
including the provision of any required additional information or documents,
and the waiting period referred to in such Act shall have expired or
terminated.
        
         EXECUTED as of the date first set forth above.

                                SELLER:
                                
                                PARKER & PARSLEY DEVELOPMENT L.P.,
                                 by Parker & Parsley Petroleum USA, Inc.,
                                  General Partner
                                
                                
                                    By: /s/  W. T. Howard
                                        ____________________________________
                                         W. T. Howard, Senior Vice President
                                        
                                
                                PURCHASER:
                                
                                LOMAK PETROLEUM, INC.
                                
                                By: /s/  Jeffery A. Brynum
                                    _____________________________________
                                    Its: Vice President - Land
                                    _____________________________________
                                
                                
                                LOMAK OPERATING COMPANY
                                
                                By: /s/  Jeffery A. Brynum
                                    _____________________________________
                                    Its: Vice President - Land
                                    _____________________________________

                                      23
<PAGE>   28
                            LOMAK RESOURCES COMPANY
                            
                            By: /s/ Jeffery A. Brynum  
                               _____________________________________
                               Its:  Vice President - Land
                               _____________________________________
                                                           



lglgrp/lhc/acq-divest/lomak/p&sa5.95





                                       24

<PAGE>   1
                                                                       Exhibit 2

                                    [LOMAK
                                PETROLEUM, INC.
                                     LOGO]


                                 NEWS RELEASE
                                 ------------

                      LOMAK SIGNS $20 MILLION ACQUISITION

FORT WORTH, TEXAS, JULY 5, 1995. . . LOMAK PETROLEUM, INC. (NASDAQ:  LOMK)
announced today that it has executed a purchase and sale agreement with a
subsidiary of Parker & Parsley Petroleum Company to acquire properties in
Pennsylvania and West Virginia for $20.2 million.  The acquisition includes
approximately 825 producing gas wells, 300 miles of gas gathering lines, 16,400
net acres of undeveloped leases and associated real estate and equipment.  Over
90% of the reserves are located in proximity to Lomak's existing Pennsylvania
operations.  The properties are also estimated to contain over 50 drilling
locations.  With the addition of these properties, Lomak's gas production will
increase by 30% to over 34 million cubic feet per day.

The acquisition compliments Lomak's ongoing strategy of building concentrated
long lived reserves in its existing core operating areas.  Upon completion,
Lomak will own nearly 100 Bcf of gas in its Pennsylvania operating area close
to attractive northeastern gas markets.  John H.  Pinkerton, Lomak's President,
said "Lomak is fortunate these properties not only fit so well into our
property base, but that they will be immediately additive to cash flow and
earnings per share."

The acquisition is scheduled to close in 45 days and Lomak will fund the
transaction from working capital and borrowings under its existing credit
facility.

LOMAK PETROLEUM INC. is engaged in the acquisition, production and development
of oil and gas properties in Texas, Oklahoma and Appalachia.

________________________________________________________________________________
                                                                           95-7

         CONTACT:         C. R. MICHAELS, VICE CHAIRMAN     (216) 877-6747

 




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