SETTLEMENT AGREEMENT
Exhibit
10.1
This
Settlement Agreement is entered into by and between the Objecting Party
Entities, the Laurus Entities, the Houston Debtors, and the Committee, (all
as
separately defined below) (collectively, the “Parties,” and each a “Party”) who,
by so executing this Settlement Agreement, respectively agree to be bound by
each of its terms, conditions and obligations as of the Effective Date (as
defined below).
Definitions
Unless
the context otherwise requires, capitalized terms within this Settlement
Agreement shall have the meanings assigned to them in this Definitions section.
The meanings shall be equally applicable to both the singular and plural forms
of these terms. The words “herein,” “hereof,” “hereunder” and other words of
similar import refer to the Settlement Agreement as a whole and not to any
particular section, subsection or clause contained in the Settlement Agreement
unless the context requires otherwise. Whenever it appears appropriate from
the
context, each term stated in the masculine, feminine or neuter gender include
the masculine, feminine and neuter.
| 1. |
“▇▇▇▇▇▇
▇▇▇▇ Property Lease” means the Real Property Lease Agreement dated August
24, 2006 between ▇▇▇▇▇▇ Hill Property, LLC and Blast Energy Services,
Inc.
with respect to Tracts 14 and 15.
|
| 2. |
“Affiliates”
means, with respect to each entity, such entity’s current and former
officers, directors, managers, members, shareholders, accountants,
agents,
appraisers, attorneys, employees or consultants in their capacity as
such.
|
| 3. |
“Amended
Bid Procedures Order” means the order entered by the Bankruptcy Court on
March 16, 2007 [Docket No. 194].
|
| 4. |
“Bankruptcy
Court” means the United States Bankruptcy Court for the Southern District
of Texas, Houston Division.
|
| 5. |
“Bid
Procedures Order” means the order entered by the Bankruptcy Court on
February 2, 2007 [Docket No. 69] establishing certain bidding procedures
in connection with the Sale Motion.
|
| 6. |
“Boom”
means Boom Drilling, LLC or the Boom entity(ies) that is or will take
title to the assets being sold pursuant to the Sale
Motion.
|
| 7. |
“Committee”
means the official committee of unsecured creditors appointed in the
Houston Debtors’ bankruptcy cases.
|
| 8. |
“Effective
Date” means the date upon which all of the following conditions are first
satisfied: (i) the Bankruptcy Court enters an order or orders (a)
approving the Sale Motion; (b) approving this Settlement Agreement;
(c)
dismissing the Oklahoma Bankruptcy Cases that are currently pending
in the
Bankruptcy Court; and (d) vacating the Venue-Transfer Order and the
findings and conclusions entered in connection therewith and causing
the
docket to reflect such vacation; and (ii) the sale to Laurus or its
designee closes.
|
| 9. |
“Hallwood”
means Hallwood Petroleum, L.L.C. and Hallwood Energy,
L.P.
|
| 10. |
“Houston
Debtors” means Blast Energy Services, Inc. and Eagle Domestic Drilling
Operations, LLC, whose bankruptcy cases are pending in the Bankruptcy
Court under jointly administered case number 07-30424.
|
| 11. |
“Laurus”
means Laurus Master Fund Ltd.
|
| 12. |
“Laurus
Entities” means Laurus Master Fund Ltd. and Laurus Capital Management
LLC.
|
| 13. |
“New
York Nondebtor State Court Action” means the case styled Laurus
Master Fund Ltd. v. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ et al.,
Index No. 106000107 in the Supreme Court of the State of New York,
New
York County.
|
| 14. |
“Objecting
Parties” means ▇▇▇▇▇▇▇▇ Oilfield Holdings LLC, Second Bridge LLC, Eagle
Drilling, LLC, ▇▇▇▇▇▇ ▇▇▇▇ Property Lot #11 LLC, ▇▇▇▇▇▇ Hill Property
Lot
#12 LLC, ▇▇▇▇▇▇ ▇▇▇▇ Property Lot #13 LLC, ▇▇▇▇▇▇ Hill Property Lot
#14
LLC, ▇▇▇▇▇▇ ▇▇▇▇ Property Lot #15 LLC.
|
| 15. |
“Objecting
Party Entities” means the Objecting Parties, together with ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, individually and in his capacity as Trustee of the ▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇ Revocable Trust; the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Revocable Trust; ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, individually and in his capacity as Co-Trustee of the
▇▇▇▇▇▇▇▇ Family Irrevocable Trust; the ▇▇▇▇▇▇▇▇ Family Irrevocable
Trust;
▇▇▇▇▇▇ Hill Property, LLC; ▇▇▇▇ ▇’▇▇▇▇, individually and in his capacity
as a Co-Trustee of the ▇▇▇▇▇▇▇▇ Family Irrevocable Trust; ▇▇▇▇▇ ▇.
▇▇▇▇▇▇,
▇▇.; ▇▇▇▇▇▇ Senior Care LLC; ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and in his
capacity as Trustee of the ▇▇▇▇▇▇▇▇ Business Security Trust; the ▇▇▇▇▇▇▇▇
Business Security Trust; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇ Construction Company,
Inc.; ▇▇▇▇▇▇▇▇ DRLG; ▇▇▇ ▇. ▇▇▇▇▇; ▇▇▇ ▇. ▇▇▇▇▇, P.C. Attorney at Law;
▇▇▇▇▇▇▇ ▇. ▇▇▇▇; ▇▇▇▇ & Glass, L.L.P.; and ▇▇▇▇
▇▇▇▇▇▇▇.
|
| 16. |
“Oklahoma
Bankruptcy Cases” means the Chapter 11 bankruptcy cases commenced by the
Oklahoma Debtors in the United States Bankruptcy Court for the Western
District of Oklahoma and assigned Case Numbers 07-10735 and 07-10755
and
currently pending in the Bankruptcy Court as Case Numbers 07-32012
and
07-32014.
|
| 17. |
“Oklahoma
Debtors” means ▇▇▇▇▇▇▇▇ Oilfield Holdings LLC and Second Bridge LLC, whose
bankruptcy cases are currently pending in the Bankruptcy Court under
bankruptcy case numbers 07-32014 and 07-32012,
respectively.
|
| 18. |
“Oklahoma
Nondebtor State Court Action” means the case styled Eagle
Drilling, LLC et al. v. Laurus Master Fund Ltd., et al.,
Case No. CJ-2007-587 in the District Court in and for Cleveland County,
Oklahoma, as currently removed to the United States Bankruptcy Court
for
the Western District of Oklahoma under Adversary Proceeding No.
07-01063.
|
| 19. |
“Quicksilver”
means Quicksilver Resources, Inc.
|
| 20. |
“Sale
Motion” means the Expedited Motion to Sell Property Free and Clear of
Liens, Claims and Encumbrances and to Permit Credit Bid Pursuant to
11
U.S.C § 363(b), (f), and (k) and to Assume and Assign Certain Executory
Contracts [Docket No. 14], as amended by the Debtors’ Amended Motion to
Sell Property Free and Clear of Liens, Claims and Encumbrances and
to
Permit Credit Bid Pursuant to 11 U.S.C. § 363(b), (f), and (k) [Docket No.
199].
|
| 21. |
“Venue-Transfer
Motion” means the motion filed by Laurus on March 19, 2007 [Docket No.
201], seeking to transfer the Oklahoma Bankruptcy Cases to the Bankruptcy
Court.
|
| 22. |
“Venue-Transfer
Order” means the order of the Bankruptcy Court entered on March 26, 2007
[Case No. 07-30424, Docket No. 243; Case No. 07-32014, Docket No. 4;
Case
No. 07-32012, Docket No. 5], granting the Venue-Transfer Motion and
any
findings and conclusions associated therewith, as well as the related
Orders for Transfer entered by the United States Bankruptcy Court for
the
Western District of Oklahoma on March 29,
2007.
|
Recitals
| 1. |
On
January 19, 2007, the Houston Debtors each filed a voluntary petition
for
Chapter 11 relief in the Bankruptcy
Court.
|
| 2. |
On
January 22, 2007, the Houston Debtors filed their Sale Motion, seeking
to
sell substantially all of their assets to Laurus, and their Bid Procedures
Motion, seeking to establish certain procedures in connection with
the
sale.
|
| 3. |
On
February 1, 2007, the Committee was appointed by the United States
Trustee
for the Southern District of Texas [Docket No.
61].
|
| 4. |
On
February 2, 2007, the Court entered the Bid Procedures Order, and on
March
16, 2007, upon motion by the Debtors and Laurus, the Court entered
the
Amended Bid Procedures Order.
|
| 5. |
On
March 14 and 15, 2007, the Oklahoma Debtors filed voluntary petitions
for
Chapter 11 relief in the United States Bankruptcy Court for the Western
District of Oklahoma.
|
| 6. |
On
March 19, 2007, Laurus filed its Venue-Transfer
Motion.
|
| 7. |
On
March 26, 2007, the Bankruptcy Court made findings of fact and conclusions
of law on the record in connection with the Venue-Transfer Motion,
and on
that same date the Bankruptcy Court entered the Venue-Transfer Order.
The
Oklahoma Bankruptcy Cases subsequently were transferred to the Bankruptcy
Court.
|
| 8. |
The
Objecting Parties have objected to the Sale Motion and the Amended
Bid
Procedures Order, asserting—among other things—that the Bankruptcy Court
cannot authorize the sale of certain property asserted to be owned
by
certain parties other than the Houston Debtors. The Houston Debtors
have
contested the Objecting Parties’ assertion of
ownership.
|
| 9. |
Second
Bridge has asserted liens on certain property owned by the Houston
Debtors
and has asserted that such liens prime the liens of Laurus. Laurus,
the
Houston Debtors, and the Committee, on the other hand, assert that
(a)
Second Bridge does not have valid liens, (b) if Second Bridge does
have
valid liens, such liens are primed by the liens of Laurus; and (c)
Second
Bridge’s liens should be avoided.
|
| 10. |
The
Objecting Parties have asserted that the Bankruptcy Court does not
have
the power and authority to “estimate” ownership of property or “estimate”
Second Bridge’s secured claim. The Houston Debtors, the Committee, and
Laurus all contest the Objecting Parties’ assertions.
|
| 11. |
Litigation
related to the foregoing lien and ownership issues is pending in the
Houston Debtors’ bankruptcy cases under Case No. 07-30424 (including the
Houston Debtors’ Expedited Motion to Determine Status of Secured Claim
Pursuant to 11 U.S.C. § 506(a) and (d) [Docket No. 287]), as well as in
Adversary Proceeding Numbers 07-3102 and
07-3025.
|
| 12. |
The
Houston Debtors the Committee and the Laurus Entities have threatened
to
bring other claims and causes of action against the Objecting Parties
and
certain of the Objecting Party Entities.
|
| 13. |
On
or about April 4, 2007, certain parties who are neither Houston Debtors
nor Oklahoma Debtors filed the Oklahoma Nondebtor State Court Action
against the Laurus Entities and others.
|
| 14. |
On
or about April 23, 2007, the Laurus Entities filed a Notice of Removal
of
the Oklahoma Nondebtor State Court Action. The Oklahoma Nondebtor State
Court Action, as removed, currently is pending before the United States
Bankruptcy Court for the Western District of Oklahoma as Adversary
Proceeding No. 07-01063.
|
| 15. |
On
or about May 3, 2007, the Laurus Entities filed their New York Nondebtor
State Court Action against certain parties who are neither Houston
Debtors
nor Oklahoma Debtors.
|
| 16. |
The
Parties have engaged in extensive negotiations in an effort to settle
their respective disputes. The Parties now wish to seek approval of
their
settlement, under the terms and conditions set forth in this
Agreement.
|
| 17. |
In
consideration of the promises, covenants and representations set forth
herein, the sufficiency of which is hereby acknowledged and confessed,
the
Parties hereby expressly agree as
follows:
|
Terms
of Settlement
| 1. |
On
the Effective Date, the Laurus Entities shall pay to Second Bridge
LLC the
sum of $1.8 million by wire transfer of immediately available funds
in
accordance with the following wire
instructions:
|
Wire
to
Bank of Oklahoma, Second Bridge LLC - Account No. 209909693, Routing No.
▇▇▇▇▇▇▇▇▇
| 2. |
The
Objecting Parties shall support the Sale Motion and will not object
to the
provisions of the order (the “Sale Order”) related to the sale of assets
to Laurus and/or to Boom’s taking title to any assets; the Objecting
Parties shall have an opportunity to review and approve the form of
order.
The Objecting Party Entities agree (but do not represent or warrant),
to
the extent of any interest such Objecting Party Entity maintains, that
the
sale of the assets by the Houston Debtors shall provide for good, clear,
and marketable title free and clear of liens, claims, and
encumbrances.
|
| 3. |
The
Houston Debtors, the Oklahoma Debtors, the Laurus Entities, and the
Committee shall jointly move for and support without
condition—
|
| a. |
dismissal
of the Oklahoma Debtors’ bankruptcy cases, and this motion shall be heard
in conjunction with and as part of the Sale Motion.
|
| b. |
vacation
of the Venue-Transfer Order; such vacation shall include terms that
render
all findings of fact and conclusion of law entered in connection therewith
or read into the record as null and void and of no effect; such vacation
shall also remove the “hot link” to the Venue-Transfer Order on the docket
of the Houston Debtors’ bankruptcy cases.
|
| 4. |
Mutual
Releases / Waivers
|
| a. |
On
the Effective Date, the Houston Debtors and their respective bankruptcy
estates, the Committee, and the Laurus Entities (together, the “Sale
Proponents”), for themselves and their respective successors and assigns,
hereby waive, release and forever discharge the Objecting Party Entities
and each of their respective Affiliates from any and all claims,
obligations, demands, actions, causes of action and liabilities, of
whatsoever kind and nature, character and description, whether in law
or
equity, whether sounding in tort, contract, quantum meruit, an avoidance
cause of action under 11 U.S.C. Sections 544, 545, 547, 548, 550 or
553, a
turnover cause of action under 11 U.S.C. Section 542, or under other
applicable law, whether known or unknown, and whether anticipated or
unanticipated, that the Sale Proponents and their successors and assigns
ever had or now have against the Objecting Party Entities or their
respective Affiliates; provided, however, that the Sale Proponents
do not
hereby waive, release or discharge the Objecting Party Entities from
any
of their obligations, representations or warranties under this Settlement
Agreement or the Sale Order.
|
| b. |
Concurrently
with receipt of the $1.8 million described in paragraph 1 above, the
Objecting Party Entities, for themselves and their respective successors
and assigns, hereby waive, release and forever discharge the Sale
Proponents, United Security of Norman, Inc. and each of their respective
Affiliates from any and all claims, obligations, demands, actions,
causes
of action and liabilities, of whatsoever kind and nature, character
and
description, whether in law or equity, whether sounding in tort, contract,
quantum meruit, an avoidance cause of action under 11 U.S.C. Sections
544,
545, 547, 548, 549, 550 or 553, a turnover cause of action under 11
U.S.C.
Section 542, or under other applicable law, whether known or unknown,
and
whether anticipated or unanticipated, that the Objecting Party Entities
and their successors and assigns ever had or now have against the Sale
Proponents or their respective Affiliates; provided, however, that
the
Objecting Party Entities do not hereby waive, release or discharge
the
Sale Proponents from any of their obligations, representations or
warranties under this Settlement Agreement. Subject to the terms of
paragraphs 6 and 27 below, nothing herein shall discharge or impair
the
rights of any Objecting Party Entities in respect of its shareholder
rights in any shares of the Houston
Debtors.
|
| c. |
Notwithstanding
anything in this paragraph 4, the Houston Debtors and their estates
are
not releasing the officers and directors, past or present, exclusive
of
the Objecting Party Entities, of the Houston
Debtors.
|
| d. |
After
the receipt of the $1.8 million referenced in paragraph 1 above, upon
the
receipt by the Objecting Party Entities of a release, in the nature
of the
releases given above, from Boom, Boom will be simultaneously released
by
the Objecting Party Entities to the same scope and
extent.
|
| 5. |
The
releases in the foregoing paragraph include a release of any and all
liens, claims, and encumbrances on the respective parties’ properties or
estates.
|
| 6. |
Within
two business days of the Effective Date of this Settlement Agreement,
Second Bridge shall physically deliver to Blast all of its common stock
of
Blast and the same shall be taken in by Blast and shall become Treasury
Stock of Blast. The Houston Debtors shall pay $900 to Second Bridge
on the
date of tender.
|
| 7. |
Ownership
of Assets (as of the Effective Date)
|
| a. |
East
Yard.
The Objecting Parties or the Objecting Party Entities or any one or
more
of them (as determined in their sole discretion) shall be deemed to
be the
owner, and shall receive possession, of all of the 30 items in the
East
Yard shown on Exhibit A attached hereto. All other items of personal
property on the East Yard shall be deemed owned by the Houston Debtors
and
may be sold to Laurus or its designee. The Objecting Party Entities
shall
not remove from the East Yard the 30 items shown on Exhibit A until
after
Laurus or its designee removes the other assets thereon. The parties
shall
segregate the 30 items so as not to be removed by Laurus or its
designee.
|
| ▇. |
▇▇▇▇
Yard.
The Houston Debtors shall be deemed to be the owner of, and shall receive
possession of, the equipment in the West Yard identified on Exhibit
B, and
such equipment shall be sold to Laurus or its designee. All other items
of
personal property on the West Yard shall be deemed to owned by the
Objecting Parties, who shall be given or retain possession
thereof.
|
| 8. |
The
Objecting Party Entities shall not enter into any settlement agreement
that requires ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any corporate designee of the Objecting
Parties to testify voluntarily on behalf of Quicksilver or Hallwood.
Nothing in this provision shall preclude, nor shall it be a violation
of
this Settlement Agreement, for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any corporate designee
of the Objecting Parties to testify in response to a subpoena or other
legal process whereby he/it is compelled to
testify.
|
| 9. |
Laurus
shall be entitled to be reimbursed from the Houston Debtors the total
sum
of $2.1 million (the “Laurus Retained Claim”) and such Laurus Retained
Claim shall be secured and treated in the manner provided for in the
Sale
Order.
|
| 10. |
The
Houston Debtors and Laurus shall split the proceeds of the liquidation
of
all assets of the Houston Debtors’ estates as provided in the Sale
Order.
|
| 11. |
The
Objecting Party Entities and the Laurus Entities shall promptly dismiss
with prejudice the Oklahoma Nondebtor State Court Action, the New York
Nondebtor State Court Action, and any other litigation pending by,
against, or among such parties (including the litigation described
on
Attachment 1 hereto), with the parties thereto to bear their own fees
and
expenses.
|
| 12. |
Subject
to the terms of the lease, the Houston Debtors shall pay accrued and
unpaid lease rentals under the ▇▇▇▇▇▇ Hill Property Lease through 30
days
after entry of the order approving this Settlement Agreement.
|
| 13. |
Only
upon the transfer of the assets acquired from the Houston Debtors,
Boom
shall have 30 days (weather permitting) to remove the assets to which
it
is taking title from the East Yard and the West Yard. If said property
is
not removed within said 30 days, Boom shall be responsible for the
payment
of rent at the current contract rate of $7500 per month. The Houston
Debtors shall keep the ▇▇▇▇▇▇ ▇▇▇▇ Property Lease in place and shall
not
reject the lease until all such assets are removed. Such assets shall
be
removed no later than June 15, 2007 (weather permitting).
|
| 14. |
The
Houston Debtors shall assume and continue to abide by any environmental
remediation obligations imposed by governmental authorities.
|
| 15. |
The
Houston Debtors shall remove from the East Yard the broken ▇▇▇▇▇▇▇
formerly associated with Rig #12 within 30 days after entry of the
order
approving this Settlement Agreement and the sale order, and such property
shall not be part of the assets sold. A picture of the ▇▇▇▇▇▇▇ is attached
hereto as Exhibit C.
|
| 16. |
Orders
approving this Settlement Agreement, the Motion to Vacate the
Venue-Transfer Order, Dismissing the cases of the Oklahoma Debtors,
and
the Sale Motion shall be entered
simultaneously.
|
| 17. |
If
the Effective Date does not occur, this Settlement Agreement shall
be null
and void.
|
| 18. |
No
Admissions.
The Parties understand and acknowledge that this Agreement is in
compromise of disputed claims and defenses. Accordingly, neither this
Agreement, nor any of its provisions, shall constitute, or be deemed
or
construed as, an admission of any liability on any of the claims
referenced herein, the viability of any defenses to such claims, or
otherwise.
|
| 19. |
Warranty
of Authority.
Each of the signatories hereto hereby warrants that (a) he has the
authority to execute this Agreement on behalf of the Party(ies) for
whom
he is signing; and (b) each Party has not assigned or otherwise
transferred the claims being released herein and each such Party is
the
owner thereof and has full authority to settle and release those
claims.
|
| 20. |
Entire
Agreement.
This Agreement is the complete and final agreement of the Parties as
to
all of the matters set forth herein, and supersedes all previous and
contemporaneous agreements, promises, covenants, negotiations,
discussions, understandings and representations by and/or between the
Parties, all of which have become merged and integrated into this
Agreement. The Parties hereby acknowledge that there are no other written
or oral agreements between them concerning the matters set forth in
this
Agreement.
|
| 21. |
Terms
Understood.
Each Party represents that prior to the execution of this Agreement
by its
duly-authorized representative, such Party was fully informed of its
terms, contents, conditions and effects, and that such Party had the
benefit and advice of counsel of his/her/its own choosing in entering
into
this Agreement. Each Party further represents that he/she/it relied
solely
and exclusively on his/her/its own judgment and the advice of his/her/its
own counsel in entering into this Agreement. The Parties agree that
the
terms and language of this Settlement Agreement were the result of
negotiations among them and, as a result, there shall be no presumption
that any ambiguities shall be resolved against any Party. Any controversy
over construction of the Settlement Agreement shall be decided without
regard to events of authorship or
negotiation.
|
| 22. |
Governing
Law and Exclusive Jurisdiction.
This Agreement shall be governed by and interpreted pursuant to the
laws
of the State of Texas. The Bankruptcy Court shall have exclusive
jurisdiction to resolve disputes that arise under or on account of
this
Settlement Agreement.
|
| 23. |
Modifications.
This Agreement shall not be modified except by an instrument in writing
signed by all of the Parties.
|
| 24. |
Counterparts.
The Parties may execute this Agreement in multiple counterparts, each
of
which shall be deemed an original, and all of which, when taken together,
shall constitute but one and the same instrument. The facsimile of
an
originally-signed signature page shall serve as, and constitute, an
originally-executed copy of such signature
page.
|
| 25. |
Representation
re: Entities.
Each Objecting Party Entity and Objecting Party represents and warrants
to
all the Parties that no person or entity related to or affiliated with
the
Objecting Party Entities and the Objecting Parties, other than the
Objecting Party Entities and the Objecting Parties themselves, holds
claims against or interests in (a) the Houston Debtors or (b) the Laurus
Entities and the Laurus Entities’
Affiliates.
|
| 26. |
No
Purchase.
Each Objecting Party Entity and Objecting Party covenants and agrees
that
it will not purchase or acquire claims against the Houston Debtors
or
purchase or acquire additional shares of capital stock of the Houston
Debtors. The agreement contained in this paragraph 26 shall expire
upon
the effective date of any plan of reorganization confirmed in the Chapter
11 bankruptcy cases of the Houston Debtors or upon the conversion of
the
Chapter 11 bankruptcy cases of the Houston Debtors to cases under Chapter
7.
|
| 27. |
Voting
Provision.
Prior to the date that the Houston Debtors plan of reorganization becomes
effective, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.,
and
the ▇▇▇▇▇▇▇▇ Business Security Trust and their successors, including
successor Trustees, transferees, assigns, and beneficiaries will take
no
action to call or support a special shareholder meeting of the Blast
shareholders. Additionally, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇.
▇▇▇▇▇▇, ▇▇., and the ▇▇▇▇▇▇▇▇ Business Security Trust and their
successors, including successor Trustees, transferees, assigns, and
beneficiaries will not vote their shares prior to the effective date
of
the Houston Debtors plan of reorganization; provided, however, that
any of
them will be entitled to vote their shares on a matter requiring
shareholder vote called by a third party shareholder, except with respect
to removal of the members of the board of directors or corporate officers
as to which they will not be entitled to
vote.
|
In
the
event that the above referenced effective date does not occur by May 10, 2008,
the voting restrictions provided for herein will be of no further force and
effect. Unless the sale of Blast stock by the parties referenced in this
paragraph 27 would result in a reduction or loss of net operating loss carry
forward benefits (“NOL Benefits”) Blast will authorize any proposed sale of
Blast stock by any of the parties identified in this paragraph 27 which sale
complies with applicable law, and Blast will not take action to impede any
such
sale. The Parties agree that if such a sale would result in a reduction or
loss
of NOL Benefits, such sale will not be made. Nothing in this paragraph 27 shall
limit the right of any Blast shareholder to vote in connection with a plan
of
reorganization in the Blast bankruptcy case.
AGREED
TO AND ACCEPTED:
By: /s/
▇▇▇▇ ▇’▇▇▇▇▇
Name: ▇▇▇▇
▇’▇▇▇▇▇
Title:
CEO
Date: 5/11/07
EAGLE
DOMESTIC DRILLING OPERATIONS LLC
By: /s/
▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇
▇. ▇▇▇▇▇
Title:
President
Date: 5/11/07
LAURUS
MASTER FUND, LTD.
By: /s/
▇▇▇▇▇ Grin
Name: ▇▇▇▇▇
Grin
Title:
Director
Date: 5/11/07
LAURUS
CAPITAL MANAGEMENT LLC
By: /s/
▇▇▇▇▇ Grin
Name: ▇▇▇▇▇
Grin
Title:
Principal
Date: 5/11/07
THE
OFFICIAL COMMITTEE OF UNSECURED CREDITORS
By: /s/
S.
▇▇▇▇▇▇ Venus
Name: S.
▇▇▇▇▇▇ Venus
Title:
Counsel
Date: 5/11/07
SECOND
BRIDGE LLC
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Manager
Date: 5/11/07
▇▇▇▇▇▇▇▇
OILFIELD HOLDINGS LLC
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Manager
Date: 5/11/07
EAGLE
DRILLING LLC
By: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title:
Manager
Date: 5/11/07
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
By: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Date: 5/11/07
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇, IN HIS CAPACITY AS TRUSTEE OF THE ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ REVOCABLE
TRUST
By: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Date: 5/11/07
THE
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ REVOCABLE TRUST
By: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title:
Trustee
Date: 5/11/07
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
By: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Date:
5-11-07
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, IN HIS CAPACITY AS CO-TRUSTEE OF THE ▇▇▇▇▇▇▇▇ FAMILY IRREVOCABLE
TRUST
By: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
Date: 5/-11-07
THE
▇▇▇▇▇▇▇▇ FAMILY IRREVOCABLE TRUST
By: /s/
▇▇▇▇ ▇’▇▇▇▇
Name: ▇▇▇▇
▇’▇▇▇▇
Title:
Trustee
Date: 5/11/07
▇▇▇▇▇▇
HILL PROPERTY, LLC
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Manager
Date: 5/11/07
▇▇▇▇▇▇
▇▇▇▇ PROPERTY LOT #11 LLC
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Manager
Date: 5/11/07
▇▇▇▇▇▇
HILL PROPERTY LOT #12 LLC
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Manager
Date: 5/11/07
▇▇▇▇▇▇
▇▇▇▇ PROPERTY LOT #13 LLC
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Manager
Date: 5/11/07
▇▇▇▇▇▇
HILL PROPERTY LOT #14 LLC
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Manager
Date: 5/11/07
▇▇▇▇▇▇
▇▇▇▇ PROPERTY LOT #15 LLC
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Manager
Date: 5/11/07
▇▇▇▇
▇’▇▇▇▇, INDIVIDUALLY
By: /s/
▇▇▇▇ ▇’▇▇▇▇
Date: 5/11/07
▇▇▇▇
▇’▇▇▇▇, IN HIS CAPACITY AS CO-TRUSTEE OF THE ▇▇▇▇▇▇▇▇ FAMILY IRREVOCABLE
TRUST
By: /s/
▇▇▇▇ ▇’▇▇▇▇
Date: 5/11/07
▇▇▇▇▇
▇.
▇▇▇▇▇▇, ▇▇.
By: /s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Date: 5/11/07
NORMAN
SENIOR CARE LLC
By: /s/
▇▇▇▇ ▇’▇▇▇▇
Name: ▇▇▇▇
▇’▇▇▇▇
Title:
Managing
Member
Date: 5/11/07
▇▇▇▇▇▇▇
▇▇▇▇▇
By: /s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
Date: 5/11/07
▇▇▇▇▇▇▇
▇▇▇▇▇, IN HIS CAPACITY AS TRUSTEE OF THE ▇▇▇▇▇▇▇▇ BUSINESS SECURITY
TRUST
By: /s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
Date: 5/11/07
▇▇▇▇▇▇▇▇
BUSINESS SECURITY TRUST
By: /s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇▇▇▇▇
Title:
Trustee
Date: 5/11/07
▇▇▇▇▇▇
▇▇▇▇▇▇▇
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Date: 5/11/07
▇▇▇▇▇▇▇▇
CONSTRUCTION COMPANY, INC.
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
President
Date: ▇/▇▇/▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇ [this entity does not legally exist]
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Manager
Date: 5/11/07
▇▇▇
▇.
▇▇▇▇▇
By: /s/
▇▇▇ ▇. ▇▇▇▇▇
Date: 5/11/07
▇▇▇
▇.
▇▇▇▇▇, P.C. ATTORNEY AT LAW
By: /s/
▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇
▇.
▇▇▇▇▇
Title:
President
Date: 5/11/07
▇▇▇▇▇▇▇
▇. ▇▇▇▇
By: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Date: 5/11/07
▇▇▇▇
& GLASS, L.L.P.
By: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
Title:
Partner
Date: 5/11/07
▇▇▇▇
▇▇▇▇▇▇▇
By: /s/
▇▇▇▇ ▇▇▇▇▇▇▇
Date: 5/11/07
UNITED
SECURITY OF NORMAN, INC.
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇
Title:
President
Date: 5/11/07