EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of October 22, 2001,
by and between Plains Resources Inc., a Delaware corporation (the "Company"),
and EnCap Investments, L.L.C., a Delaware liability company (the "EnCap").
WHEREAS, the Company desires to repurchase 998,500 share (the "Shares") of
its common stock, par value $.10 per share (the "Common Stock") at a price of
$23.50 per share from certain entities controlled by EnCap (collectively, the
"EnCap Affiliates") under the terms and conditions set forth herein, and to
cancel and retire the Shares after such purchase.
NOW THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, agreements
and covenants herein, the parties hereto agree as follows:
1. Sale and Purchase.
(a) On the Closing Date (as hereinafter defined), EnCap shall cause the
EnCap Affiliates listed on Schedule I hereto to sell, assign and transfer to the
Company the number of Shares set forth opposite such EnCap Affiliate's name on
Schedule I hereto free and clear of all security interests, pledges, mortgages,
liens, charges, encumbrances, adverse claims, restrictions, or other burdens or
encumbrances of any kind ("Encumbrances"), other than those restrictions arising
from applicable federal and state securities laws.
(b) At the Closing (as hereinafter defined), the Company shall pay to
EnCap, on behalf of the EnCap Affiliates, as the purchase price of the Shares,
$23.50 per share multiplied by the number of Shares sold, assigned and
transferred by the EnCap Affiliates, by wire transfer of immediately available
funds to EnCap's bank account set forth on a notice given by EnCap to the
Company not later than one (1) business day prior to the Closing Date.
(c) At the Closing, EnCap shall cause the EnCap Affiliates to
deliver to the Company a certificate or certificates representing such
EnCap Affiliate's Shares registered in such EnCap Affiliates' name,
together with a duly executed stock power endorsed to the Company with
signatures guaranteed by a national bank or trust company or a member
firm of the New York Stock Exchange or such other assignments or
instruments of conveyance and transfer, in form and substance
satisfactory to the Company and its counsel, as shall be effective to
vest in the Company all of such EnCap Affiliate's right, title and
interest in and to the Shares.
2. Representations and Warranties of EnCap. EnCap represents
and warrants to the Company that:
(a) Each EnCap Affiliate is the sole record owner and is the beneficial
owner of such EnCap Affiliate's Shares; other than EnCap, no person has a right
to acquire or direct the disposition, or holds a proxy or other right to vote or
direct the vote, of the Shares; and each EnCap Affiliate has good and valid
title to the Shares, free and clear of any Encumbrances except restrictions
arising from applicable federal and state securities laws. Other than this
Agreement
there is no option, warrant, right, call, proxy, agreement, commitment or
understanding of any nature whatsoever, fixed or contingent, that directly or
indirectly (i) calls for the sale, pledge or other transfer or disposition of
any of the Shares, any interest therein or any rights with respect thereto, or
relates to the voting, disposition, exercise, conversion or control of the
Shares, or (ii) obligates EnCap or any EnCap Affiliate to grant, offer or enter
into any of the foregoing.
(b) The sale by the EnCap Affiliates of the Shares and the delivery
of the certificates representing the Shares to the Company against receipt of
payment therefor pursuant hereto will transfer to the Company good and valid
title to the Shares, free and clear of all Encumbrances except restrictions
arising from applicable federal and state securities laws.
(c) EnCap has all necessary power and authority to enter into this
Agreement, to carry out its obligations hereunder, and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by EnCap, the performance by EnCap of its obligations hereunder, and the
consummation by EnCap of the transactions contemplated hereby have been duly
authorized by all requisite action on the part of EnCap and no other proceedings
on the part of EnCap are necessary to authorize this Agreement or the
consummation of the transactions contemplated hereby. This Agreement has been
duly executed and delivered by EnCap and constitutes a legal, valid and binding
obligation of EnCap enforceable against EnCap in accordance with its terms.
(d) The execution, delivery and performance of this Agreement by
EnCap does not and will not (a) violate or conflict with or result in a breach
of any provision of the organizational documents of EnCap, (b) violate or
conflict with any law or order, writ, judgment, injunction, decree, stipulation,
determination, or award (a "Governmental Order") entered into by or with any
federal, state, local, or any foreign government, governmental, regulatory, or
administrative authority, agency or commission or any court (a "Governmental
Authority") applicable to EnCap or any of its assets and properties, or (c)
conflict with, result in any violation or breach of or constitute a default (or
an event which, with the giving of notice or lapse of time, or both, would
become a default) under, require any notice or consent under, or give to others
any rights of termination, amendment, acceleration or cancellation of, or result
in any loss of any benefit, the triggering of any payment by, or the increase in
other obligation of, EnCap or the creation of any Encumbrance on any assets or
properties of EnCap pursuant to any material contract, license, permit,
franchise or other instrument or arrangement to which EnCap is a party or by
which it, or any of such assets or properties is bound or affected, except for,
in the case of clauses (b) and (c), such conflicts, violations, breaches,
defaults or other occurrences which would not (i) impair, in any material
respect, the ability of EnCap to perform its obligations under this Agreement or
(ii) prevent or materially delay the consummation of any of the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
by EnCap do not and will not require any consent, waiver, approval,
authorization or other order of, action by, filing with or notification to, any
Governmental Authority, except (a) the requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and (b) any other consent,
approval, authorization, filing or notice the failure of which to make or obtain
would not (i) impair, in any material respect, the ability of EnCap to perform
its obligations under this Agreement, or (ii) prevent or materially delay the
consummation of any of the transactions contemplated hereby.
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(e) EnCap has not entered into any agreement, arrangement or
understanding with any person which will result in the obligation of the Company
to pay any finder's fees, brokerage or agent's commissions or other like
payments in connection with the negotiations leading to this Agreement of the
consummation of the transactions contemplated hereby.
3. Representations and Warranties of the Company. The Company represents
and warrants to EnCap that:
(a) The Company has all necessary power and authority to enter into
this Agreement, to carry out its obligations hereunder, and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by the Company, the performance by the Company of its obligations hereunder, and
the consummation by the Company of the transactions contemplated hereby have
been duly authorized by all requisite action on the part of the Company and no
other proceedings on the part of the Company are necessary to authorize this
Agreement or the consummation of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by the Company and constitutes a
legal, valid and binding obligation of the Company enforceable against it in
accordance with its terms.
(b) The execution, delivery and performance of this Agreement by the
Company does not and will not (a) violate or conflict with or result in a breach
of any provision of the organizational documents of the Company, (b) violate or
conflict with any law or Governmental Order applicable to the Company or any of
its assets and properties, or (c) conflict with, result in any violation or
breach of or constitute a default (or an event which, with the giving of notice
or lapse of time, or both, would become a default) under, require any notice or
consent under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in any loss of any benefit, the
triggering of any payment by, or the increase in other obligation of, the
Company or the creation of any Encumbrance on any assets or properties of the
Company pursuant to any material contract, license, permit, franchise or other
instrument or arrangement to which the Company is a party or by which it, or any
of its assets or properties is bound or affected, except for, in the case of
clauses (b) and (c), such conflicts, violations, breaches, defaults or other
occurrences which would not (i) impair, in any material respect, the ability of
the Company to perform its obligations under this agreement or (ii) prevent or
materially delay the consummation of any of the transactions contemplated
hereby. The execution, delivery and performance of this Agreement by the Company
do not and will not require any consent, waiver, approval, authorization or
other order of, action by, filing with or notification to, any Governmental
Authority, except (a) the requirements of the Exchange Act, and (b) any other
consent, approval, authorization, filing or notice the failure of which to make
or obtain would not (i) impair, in any material respect, the ability of the
Company to perform its obligations under this Agreement, or (ii) prevent or
materially delay the consummation of any of the transactions contemplated
hereby.
4. Covenants. EnCap hereby covenants and agrees that neither it nor any
EnCap Affiliate will enter into any transaction, take any action, or by
inaction permit any event to occur, that would result in any of EnCap's
representations or warranties herein contained not being true and correct as of
(a) the time immediately after the occurrence of such transactions, action or
event and (b) the Closing Date. The Company hereby covenants and agrees that it
will not enter
into any transaction, take any action, or by inaction permit any event to
occur, that would result in any of the Company's representations or warranties
herein contained not being true and correct as of (a) the time immediately
after the occurrence of such transaction, action or event and (b) the Closing
Date,
5. Adjustments Upon Changes in Capitalization. In the event of any
reorganization, recapitalization, split, merger, stock split, stock dividend,
combination or exchange of shares, issuance of other securities in exchange for
Common Stock or any other change in the outstanding securities of the Company
that results in a change in the number and the kind of shares of Common Stock
or securities convertible into Common Stock, the terms "Shares" shall be deemed
to refer to and include the Shares as well as all such dividends and
distributions, and EnCap shall cause the EnCap Affiliates to deliver the Shares
and all such dividends and distributions to the Company at the Closing and the
amount to be paid per share by the Company shall be adjusted so that the total
amount to be paid by the Company hereunder remains unchanged.
6. Closing; Conditions to Closing. The consummation of the transactions
contemplated by this Agreement (the "Closing") shall take place at the offices
of the Company on October 25 or if the conditions herein remain unsatisfied, on
the business day after satisfaction or waiver of the conditions set forth in
this Section 6. The date on which the Closing occurs is referred to in this
Agreement as the "Closing Date." The obligations of the Company to consummate
the transactions contemplated by this Agreement are subject to the satisfaction
of the following conditions, unless waived by the Company in writing: (a) each
of the representations and warranties made by EnCap in this Agreement being
true and correct as of the date hereof and the Closing; (b) EnCap has performed
in all respects each and every covenant and agreement contained in this
Agreement required to be performed by EnCap on or before the Closing; and (c)
the Company and EnCap shall have obtained all approvals and consents necessary
or required for the consummation of the transactions contemplated by this
Agreement.
7. Validity and Severability. If any provision of this Agreement shall
be held to be illegal, invalid or unenforceable under any applicable law, then
such contravention or invalidity shall not invalidate the entire Agreement.
Such provision shall be deemed to be modified to the extent necessary to render
it legal, valid and enforceable, and if no such modification to the extent
necessary to render it legal, valid and enforceable, then this Agreement shall
be construed as if not containing the provision held to be illegal, invalid or
unenforceable and the rights and obligations of the parties hereto shall be
construed and enforced accordingly.
8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas applicable to contracts
executed in and to be performed in that state and without regard to any
applicable conflicts of law.
9. Expenses. Whether or not the transactions contemplated by this
Agreement are consummated, each of the parties hereto shall pay their
respective fees and expenses incurred in connection herewith.
10. Entire Agreement. This Agreement represents the entire agreement of
the parties with respect to the subject matter hereof and shall supersede any
and all previous contracts,
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arrangements or understandings between the parties hereto, with respect to the
subject matter hereof.
11. Amendment. This Agreement may not be amended or modified except by
any instrument in writing signed by each of, or on behalf of each of, the
parties. This Agreement may be amended or supplemented in writing by the
parties hereto with respect to any of the terms contained in this Agreement.
12. Assignment; Binding Effect. Neither party shall assign any of its
respective rights, interests or obligations hereunder without the prior
written consent of the other party, which consent may be granted or
withheld in such other party's sole discretion. Subject to the preceding
sentence, this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. Nothing in
this Agreement, express or implied, is intended to confer on any person
other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
13. Notices. All notices or communications hereunder shall be in
writing (including facsimile or similar writing) addressed as follows:
(a) To EnCap:
EnCap Investments L.L.C.
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxx XxXxxxxxx
with a copy to:
Xxxxxxxx & Knight, L.L.P.
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
(b) To the Company:
Plains Resources Inc.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxx Xxxxxxxx
Any such notice or communication shall be deemed given (i) when made, if made
by hand delivery, and upon confirmation of receipt, if made by facsimile, (ii)
one business day after being deposited with a next day courier, postage
prepaid, or (iii) three business days after being sent certified or registered
mail, return receipt requested, postage prepaid, in each case addressed as
above (or to such other address as such party may designate in writing from
time to time).
14. Counterparts. This Agreement may be executed and delivered (including
by facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed and
delivered shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement.
15. Survival of Representations, Warranties, Covenants and Agreements.
The representations, warranties, covenants and agreements contained in this
Agreement shall survive the Closing Date.
16. Transactions. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing (a) by the
mutual written consent of the Company and EnCap or (b) by either party if there
has been a breach by the other party of any representation, warranty, covenant
or agreement of such other party in this Agreement which could prevent or
materially delay the consummation of the transactions contemplated hereby, or
(c) by either party (provided that such party is not in default of any material
provision of this Agreement) if the Closing has not occurred by November 2,
2001.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above by their respective representatives
thereunto duly authorized.
PLAINS RESOURCES INC.
By /s/ XXXXXXX X. XXXXXXXX
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Esq.
Title: Executive Vice President-Administration
and General Counsel
ENCAP INVESTMENTS L.L.C.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
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SCHEDULE I
ENCAP AFFILIATES
ENCAP AFFILIATE NUMBER OF SHARES
--------------- ----------------
EnCap Energy Capital Fund III LP 424,153
EnCap Energy Capital Fund III-B LP 320,788
BOCP Energy Partners LP 103,784
Energy Capital Investment Co PLC 149,775
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TOTAL: 998,500
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