-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N9cMRsrwGECy8Li2CodrFlJplD/R5GGEzOBt26X8x51A6T/d+N50cUM/UlL+MgYM OFnsxV36EPGijGLcNUAwyQ== 0000899243-97-000981.txt : 19970520 0000899243-97-000981.hdr.sgml : 19970520 ACCESSION NUMBER: 0000899243-97-000981 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZYDECO ENERGY INC CENTRAL INDEX KEY: 0000908246 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760404904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22076 FILM NUMBER: 97606292 BUSINESS ADDRESS: STREET 1: 1710 TWO ALLEN CENTER STREET 2: 1200 SMITH STREET CITY: HOUSTON STATE: TX ZIP: 77002-4312 BUSINESS PHONE: 7136592222 MAIL ADDRESS: STREET 1: 1710 TWO ALLEN CENTER STREET 2: 1200 SMITH STREET CITY: HOUSTON STATE: TX ZIP: 77002-4312 FORMER COMPANY: FORMER CONFORMED NAME: TN ENERGY SERVICES ACQUISITION CORP DATE OF NAME CHANGE: 19930701 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________to ___________ Commission File Number: 0-22076 Zydeco Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 76-0404904 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1710 Two Allen Center, 1200 Smith Street Houston, Texas (Address of principal executive offices) 77002 (Zip Code) (713) 659-2222 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- As of March 31, 1997, there were 6,593,648 shares of Zydeco Energy, Inc. Common Stock, $.001 par value, issued and outstanding. FORM 10-Q TABLE OF CONTENTS Page Number ------ Part I. Financial Information Item 1. Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Stockholders' Equity 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other Information and Signatures Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12 2 PART I. FINANCIAL INFORMATION ITEM 1. ZYDECO ENERGY, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 DECEMBER 31, 1996 -------------- ----------------- (UNAUDITED) ASSETS CURRENT ASSETS Cash and cash equivalents $ 6,382,058 $ 6,906,650 Marketable securities 1,262,753 845,852 Oil and gas revenue receivables 177,662 327,975 Other receivables 12,524 21,244 Prepaid expenses 78,969 130,495 ------------ ------------- TOTAL CURRENT ASSETS 7,913,966 8,232,216 Oil & gas properties, using successful efforts method of accounting Proved properties 302,472 300,784 Unproved properties 488,290 488,290 Equipment and software, at cost 1,719,645 1,608,207 ------------ ------------- 2,510,407 2,397,281 Less: accumulated depreciation, depletion and amortization (1,193,600) (1,026,046) ------------ ------------- 1,316,807 1,371,235 Operating bond and other asset 308,062 308,151 ------------ ------------- TOTAL ASSETS $ 9,538,835 $ 9,911,602 ============ ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 351,244 $ 692,188 Accrued liabilities 235,559 232,738 Exploration obligations 3,065,542 2,489,732 Capital lease obligation - current portion 112,700 157,537 ------------ ------------- TOTAL CURRENT LIABILITIES 3,765,045 3,572,195 COMMITMENTS AND CONTINGENCIES (NOTE 4) STOCKHOLDERS' EQUITY Convertible preferred stock, par value $.001 per share; 1,000,000 shares authorized; no shares issued and outstanding - - Common stock, par value $.001 per share; 50,000,000 shares authorized; 7,374,903 and 7,374,905 shares issued; 6,593,648 and 6,593,650 shares outstanding, respectively 7,375 7,375 Additional paid-in capital 9,503,943 9,503,943 Accumulated deficit (3,730,276) (3,164,659) Less: treasury stock, at cost; 781,255 shares (7,252) (7,252) ------------ ------------- TOTAL STOCKHOLDERS' EQUITY 5,773,790 6,339,407 ------------ ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,538,835 $ 9,911,602 ============ ============= The accompanying notes are an integral part of these financial statements.
3 ZYDECO ENERGY, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, ---------------------------- 1997 1996 ------------ ----------- (UNAUDITED) REVENUES Oil and gas sales $ 373,994 $ 251,535 EXPENSES Dry hole and production costs 21,539 6,549 Geological and geophysical expenses 444,839 208,600 General and administrative expenses 356,121 387,398 Depreciation, depletion and amortization 168,643 110,365 ---------- --------- 991,142 712,912 OPERATING LOSS (617,148) (461,377) OTHER INCOME (EXPENSE) Interest income 57,919 86,499 Interest expense (6,388) (13,688) ---------- --------- 51,531 72,811 NET LOSS $ (565,617) $ (388,566) ========== ========= PER COMMON SHARE AND SHARE EQUIVALENT- WEIGHTED AVERAGE NUMBER OF COMMON SHARES AND COMMON SHARE EQUIVALENTS OUTSTANDING 6,593,648 5,799,117 ========== ========= LOSS PER COMMON EQUIVALENT SHARE $ (0.09) $ (0.07) ========== ========= The accompanying notes are an integral part of these financial statements. 4 ZYDECO ENERGY, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Convertible Preferred Stock Common Stock Additional Total ---------------- -------------------- Paid-in Accumulated Treasury Stockholders' Shares Amount Shares Amount Capital Deficit Stock Equity ------- ------- ---------- ------- ----------- ------------ --------- ------------ BALANCE AT DECEMBER 31, 1996 - $ - 6,593,650 $ 7,375 $ 9,503,943 $ (3,164,659) $ (7,252) $ 6,339,407 (UNAUDITED): Net loss - - - - - (565,617) - (565,617) Adjustment for fractional shares paid in cash - - (2) - - - - - ------- ------ --------- ------- ---------- ----------- -------- ----------- BALANCE AT MARCH 31, 1997 - $ - 6,593,648 $ 7,375 $ 9,503,943 $ (3,730,276) $ (7,252) $ 5,773,790 ======= ====== ========= ======= ========== =========== ======== =========== The accompanying notes are an integral part of these financial statements.
5 ZYDECO ENERGY, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, -------------------------------------- 1997 1996 ----------------- --------------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (565,617) $ (388,566) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, depletion and amortization 168,643 110,365 Exploration and dry hole costs 460,688 208,600 Changes in operating assets and liabilities (Increase) decrease in oil & gas revenue receivables 150,313 (83,077) (Increase) decrease in other current assets 60,246 (6,390) Increase (decrease) in accounts payable (340,944) 82,245 Increase (decrease) in accrued liabilities 2,821 (103,232) Other (1,000) (4,088) ----------------- --------------- Net cash (used in) operating activities (64,850) (184,143) CASH FLOWS FROM INVESTING ACTIVITIES: Additions to oil and gas properties $ (1,688) $ (10,072) Exploration and dry hole costs (460,688) (208,600) Cost recovery on exploration agreement -- (936,683) Advances on exploration obligations 2,000,000 -- Net expenditures against exploration obligations (1,406,220) (90,266) Distributions to exploration partner (17,970) -- Purchase of equipment and software (111,438) (205,916) Proceeds from the sale of (investment in) marketable securities, net (416,901) 1,855,751 ----------------- --------------- Net cash provided by (used in) investing activities (414,905) 404,214 CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments of capital lease obligation $ (44,837) $ (37,537) Repayments of short-term debt -- (225,028) ----------------- --------------- Net cash (used in) financing activities (44,837) (262,565) Net (decrease) in cash and cash equivalents $ (524,592) $ (42,494) Cash and cash equivalents at beginning of period 6,906,650 517,781 ----------------- --------------- Cash and cash equivalents at end of period $ 6,382,058 $ 475,287 ================= =============== Cash paid during the period for: Interest $ 6,388 $ 13,688 Income taxes $ -- $ --
The accompanying notes are an integral part of these financial statements. 6 ZYDECO ENERGY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Preparation of Interim Financial Statements. The accompanying unaudited consolidated financial statements of Zydeco Energy, Inc. and its wholly owned subsidiary Zydeco Exploration, Inc. have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these statements reflect all adjustments (consisting only of normal recurring entries) which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods. Certain information and notes normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. Interim period results are not necessarily indicative of the results to be achieved for an entire year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes to consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. As used herein, unless the context indicates otherwise, the term "Company" refers to Zydeco Energy, Inc. and Zydeco Exploration, Inc., its wholly-owned subsidiary. Reclassifications. Certain reclassifications of prior period amounts have been made to conform with current year presentation. 2. Earnings Per Share. In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings per Share" effective for interim and annual periods after December 15, 1997. This statement replaces primary earnings per share ("EPS") with a newly defined basic EPS and modifies the computation of diluted EPS. The Company's basic and diluted EPS, computed using the requirements of SFAS 128, are the same as the currently disclosed primary EPS, since inclusion of outstanding options and warrants would be anti-dilutive. 3. Exploration Agreement Expenditures. Fortune Exploration Agreement. In February 1995, Zydeco entered into an Exploration Agreement (the "Fortune Exploration Agreement") with a predecessor of Fortune Petroleum Corporation ("Fortune"). At March 31, 1997, inception-to- date expenditures under the Fortune Exploration Agreement aggregated approximately $2,393,498, net of interest earned of $185,279 and revenue from farmout of interests of $66,319. Cheniere Exploration Agreement. In April 1996, the Company executed an Exploration Agreement (the "Cheniere Exploration Agreement") with Cheniere Energy Operating Co., Inc. ("Cheniere") covering an area of land and waters in western Cameron Parish, Louisiana ("West Cameron Seismic Project"). Through March 31, 1997, the Company had incurred costs of approximately $7,171,605 in connection with the West Cameron Seismic Project net of interest earned of $41,471 on the unused project funds. At March 31, 1997, Cheniere had advanced $8.0 million under the Cheniere Agreement. In addition, on May 2, 1997, Cheniere advanced $2.0 million. 4. Commitments and Contingencies. On March 14, 1997, the Company and Grant Geophysical Inc. ("Grant") executed a new Master Geophysical Data Acquisition Agreement ("the Grant Agreement") to conduct a 3D seismic survey on the West Cameron Seismic Project under a "cost plus" services arrangement. The Company paid a commitment fee of $150,000 and advanced $350,000 upon execution of the Agreement. Seismic survey operations re-commenced in April 1997. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations General. Zydeco Energy, Inc. is an independent energy company engaged in the exploration for oil and natural gas using focused geologic concepts and advanced 3D seismic and CAEX technology. The Company's current focus is to explore for oil and gas in the Louisiana Transition Zone, the region of land and shallow waters within a few miles of the shoreline. The Company accounts for its oil and gas exploration and production activities using the successful efforts method of accounting. Under this method, acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs and the costs of carrying and retaining unproved properties, are expensed. Exploratory drilling costs are initially capitalized, but charged to expense if and when the well is determined not to have found proved reserves. Costs of productive wells, developmental dry holes, and productive leases are capitalized and amortized on a property-by-property basis using the unit-of-production method. The estimated costs of future plugging, abandonment, restoration, and dismantlement are considered as a component of the calculation of depreciation, depletion and amortization. Unproved properties with significant acquisition costs are assessed periodically on a property-by-property basis and any impairment in value is charged to expense. On February 14, 1996, the Company purchased an exclusive seismic permit from the State of Louisiana covering approximately 51,000 acres in state waters in western Cameron Parish, Louisiana. The Company paid $783,754 for the permit and is required to provide to the state a copy of a 3D survey over the area within 18 months. The Company may extend such period by six months by payment of an additional $391,877. Under the permit, the state of Louisiana is required to keep the information obtained from the survey confidential for a period of ten years. On April 4, 1996, the Company executed an Exploration Agreement (the "Cheniere Exploration Agreement") with Cheniere Energy Operating Co., Inc. ("Cheniere"), for the West Cameron Seismic Project, covering an area of land and waters in western Cameron Parish, Louisiana, including the area covered by the seismic permit described above. Cheniere's interest of up to 50% in the West Cameron Seismic Project is conditioned upon payment of an aggregate of $13.5 million to fund the costs of seismic acquisition, of which $10 million had been advanced by Cheniere as of May 2, 1997. Such costs include the purchase of seismic rights or lease options on the related onshore acreage of the West Cameron Seismic Project, and data acquisition and processing of a 3D seismic survey of the onshore and offshore areas. The Agreement provides that costs in excess of $13.5 million will be shared equally by both parties. Cheniere may elect to discontinue funding of the Project at any time, in which case its interest would be reduced pro rata in relation to total project costs. Through April 30, 1997, the Company had incurred costs of approximately $9,660,000 on the West Cameron Seismic Project. As amended, the Cheniere Exploration Agreement provides for the remaining scheduled advances (see - "Liquidity and Capital Resources" below) to be paid by Cheniere as follows: $2.0 million in May 1997, $1.5 million in June 1997, and, thereafter, 50% of all project costs in excess of $13.5 million as such costs are incurred. Prior to discontinuing data acquisition operations in early December 1996 due to weather conditions, 27 square miles of seismic data had been surveyed and acquired on the West Cameron Seismic Project. The Company had originally negotiated a turnkey seismic services agreement with a survey contractor, Grant Geophysical, Inc. ("Grant"), in an effort to control some of the costs and risks associated with the West Cameron Seismic Project survey. In December 1996, after Grant informed the Company it was ceasing survey operations due to winter weather conditions, Grant filed for protection and reorganization under Chapter 11 of the U. S. Bankruptcy Code and is currently restructuring its operations. On March 14, 1997, the Company and Grant executed a new Master Geophysical Data Acquisition Agreement (the "Grant Agreement"), providing for reimbursement of Grant under a "cost plus" services arrangement, which could have the effect of increasing seismic data acquisition costs. Work on the project re-commenced in April 1997. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996 Oil and Gas Sales. The increase in oil and gas sales of $122,459 in first quarter 1997 was composed of revenue increases attributable to increased volumes of $67,482 and prices of $54,977. The increased prices and volumes from oil and gas in first quarter 1997, compared to the same quarter in 1996, demonstrate the sensitivity of the company's operations to price fluctuations and its current dependence on a small number of producing wells. Should there be a significant decline in either the volumes or in the prices the Company receives for its oil and gas production, the Company's results of operations, financial position, and cash flows could be adversely affected. The following table sets forth information concerning crude oil, and natural gas sales volumes, average sales prices, and per barrel oil equivalent ("NBOE") operating costs (excluding depreciation, depletion, and amortization--"DD&A") for the Company's exploration and production activities for indicated periods: Three Months Ended March 31, ---------------------------- 1997 1996 ----------- ----------- Sales volumes: Natural gas (mcf) 103,241 74,278 Crude oil (bbl) 3,280 3,481 NBOE (bbl) 20,487 15,861 Average sales prices: Natural gas ($/mcf) $ 2.88 $ 2.47 Crude oil ($/bbl) $ 23.37 $ 19.64 Lease operating expense ($/NBOE) $ 0.28 $ .41 Depletion, depreciation, & amortization ($/NBOE)(1) $ 1.66 $ 2.00 - --------------- (1) Excludes depreciation on seismic computer hardware and software of $136,640 and $78,686 for the three months ended March 31, 1997 and 1996, respectively. Operating Expenses. Exploration (including geological and geophysical costs) and production expenses increased $251,229 in first quarter 1997 compared to the same quarter in 1996 primarily as a result of increased personnel associated with the Company's two exploration projects. DD&A expense in first quarter 1997 increased $58,278 over the same quarter in 1996 principally as a result of additional depreciation and amortization on additions in computer equipment and geophysical software. Net Loss. For the three months ended March 31, 1997, operations resulted in a net loss of $565,617 ($.09 per share) compared to a net loss of $388,566 ($.07 per share) for the comparable period in 1996. The increase in net loss of $177,051 is comprised of increased revenue of $122,459, increased expenses of $278,230, and reduced other income of $21,280. The $.02 increase in per share loss was also affected by the increased number of shares of common stock outstanding in the first quarter of 1997 principally due to the conversion of the preferred stock in July 1996. Liquidity and Capital Resources Although the Company has generated funds from a public offeringin 1994, private equity offering in 1995 and company operations, its principal sources of funds in 1996 and 1997 have been from internal cash reserves and two exploration partners pursuant to two exploration agreements. At March 31, 1997, the Company had cash, cash equivalents and marketable securities of $2,237,147 pursuant to the Fortune Exploration Agreement and $1,008,844 pursuant to the Cheniere Exploration Agreement. The Company's principal uses of cash in 1997 have been and will continue to be related to the seismic survey for the West Cameron Seismic Project. As noted above, the original turnkey seismic services agreement with 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Grant has been replaced by the Grant Agreement which is a "cost plus" agreement. The nature of such an agreement increases both the risks and the management efforts associated with the seismic acquisition phase of the West Cameron Seismic Project. The Company has never attempted such a contract and there is no assurance that the Company's estimates of costs or the amount of actual costs will be less than or equal to that which might be estimated or incurred under the original turnkey contract. The Company currently estimates that the costs to complete the survey (assuming no reduction in the survey area) may run approximately 30% higher than the actual costs incurred (approximately $44,000 per square mile) under the original turnkey contract with Grant. Under the Grant Agreement, the Company has the ability to reduce the size of the survey area. The effect of any such reduction would be to limit overall costs but increase the costs on a square mile basis due to the fixed nature of mobilization and demobilization costs. The Company paid a commitment fee of $150,000 and advanced $350,000 upon execution of the Agreement. Survey operations re-commenced in April 1997. The Company expects that capital needs for 1997 will be satisfied through cash on hand (including cash available from liquidation of cash equivalents and marketable securities) and cash available under the Fortune Exploration Agreement and the Cheniere Exploration Agreement. Although Cheniere may elect to discontinue its funding at any time (and thus reduce its interest in the Project), the Company believes that it has adequate existing cash to meet its obligations in connection with the West Cameron Seismic Project. The Company has budgeted approximately $12.6 million of costs in 1997 related to the West Cameron Seismic Project, with Cheniere providing $10.1 million and the remaining $2.5 million to be provided by the Company. As a result of the cost plus nature of the Grant Agreement, the Company may be required to increase its capital budget for seismic data acquisition for the West Cameron Seismic Project. Such additional costs in West Cameron (and Cheniere's share of costs in the event it elects to discontinue funding) would either be funded from available cash of the Company or from new industry participants in the Project. Alternatively, the Company could elect to reduce the contract area of the Project in order to reduce costs. Other capital needs may be met through additional issuance of equity securities, including the exercise of outstanding warrants and options of the Company, securing additional project partners, or the sale of prospects, if any, identified by the Company's projects. Depending upon the results of the West Cameron Seismic Project, the Company may need additional funds in the future, principally in order to undertake leasehold acquisitions, exploratory drilling, or other related costs. The Company does not maintain any credit facilities. The Company may in the future explore the possibility of obtaining such a facility in the event the Company increases oil and gas production through the successful completion of oil and gas wells drilled by the Company. There can be no assurance that the Company will be successful in securing additional equity, securing additional partners or additional project financing or credit financing. The Company's current budget for its capital expenditures for 1997 is approximately $3,009,000, including $2,556,000 for West Cameron Seismic Project costs (prior to any revisions for seismic acquisition costs) and $393,000 related to the purchase of computer equipment and software. There can be no assurance the Company will be successful in locating partners or financing to complete the West Cameron Seismic Project. Other significant additional capital expenditures may include the acquisition of additional oil and gas leases, the drilling of prospects identified by the Company, the acquisition of interests in producing wells, and other oil and gas exploration and production related investment opportunities determined by management and the Board of Directors to be in the interest of the Company. The amount and timing of these expenditures will be dependent upon numerous factors including the availability of capital to the Company, availability of seismic data, the number and type of drilling prospects, if any, identified as a result of the Company's 3D seismic analysis, the terms under which industry partners may participate in the Company prospects and the cost of drilling and completing wells in the Louisiana Transition Zone and the Timbalier Trench. 10 Part II OTHER INFORMATION Item 2. Changes in Securities (c) Sales of Unregistered Securities In January 1997, the Company granted options to purchase 175,000 shares of Common Stock pursuant to the 1996 Incentive Equity Plan (the "Plan") to four employees. The exercise price of these options was $6.44 per share, the market value of the Common Stock on the grant date. The options vest 25% per year beginning one year from the date of grant and expire ten years from such date. In April, the Company granted an option to purchase 50,000 shares of the Common Stock to one employee upon his employment by the Company at an exercise price of $6.63 per share. The foregoing options are subject to approval by the Company's stockholders of certain amendments to the Plan at the Company's 1997 Annual Meeting of Shareholders. The Company granted such options in reliance on the exemption from registration under Section 4 (2) of the Securities Act of 1933, as amended. Item 6. Exhibits and Reports on Form 10-K (a) Exhibits 10.15 Master Geophysical Data Acquisition dated March 14, 1997, between Zydeco Exploration, Inc. and Grant Geophysical, Inc. 27 Financial Data Schedule (b) Reports on Form 8-K None 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ZYDECO ENERGY, INC. /s/ Sam B. Myers, Jr. __________________________________________ Sam B. Myers, Jr., Chief Executive Officer (Principal Executive Officer) /s/ W. Kyle Willis _______________________________________ W. Kyle Willis, Vice President and Treasurer (Principal Financial Officer) Dated: May 14, 1997 12 EX-10.15 2 EXHIBIT 10.15 EXHIBIT 10.15 MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT (Domestic) This MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT (the "MASTER AGREEMENT" or "AGREEMENT") made this 14th day of March A.D. 1997 between Zydeco Exploration, Inc., a Texas corporation having an office located in Houston, Texas (hereinafter called "Company") and Grant Geophysical, Inc., a Delaware corporation having an office in Houston, Texas (hereinafter called "Contractor"). Company and Contractor may each be referred to as "Party" or collectively as "Parties." For and in consideration of the covenants and promises of the Parties herein set forth, the Parties do hereby agree as follows: 1. NATURE OF WORK The Company shall select and in writing designate to Contractor from time to time each area to be surveyed geophysically in search of subsurface geological structures favorable to the accumulation of oil and gas, and Contractor shall, if it has the resources available to do so, conduct the said geophysical survey(s) (hereinafter called the "Survey(s)") in those areas so designated by Company. 2. SUPPLEMENTARY AGREEMENTS 2.1. Whenever a Survey is requested, Contractor and Company will enter into an agreement supplemental hereto which will be attached to and considered a part of this Master Agreement. Each such agreement will be designated as a "Supplemental Agreement." This first supplement will be "Supplemental Agreement 1"; successive supplements will be identified in numerical order. 2.2. Each Supplemental Agreement shall provide for the following: (a) The area(s) (state, county/parish, etc) where the Survey(s) will be conducted (the "Area of Operations"). (b) The approximate commencement date, if applicable, of the Survey(s) (the "Commencement Date"). (c) The approximate period of time or number of miles, if applicable, that will be required to complete the Survey(s). (d) The type of Survey(s) to be conducted. The equipment, instruments, personnel and other items (the "Crew") which will be required for the Survey(s). (e) The compensation to be paid Contractor for conducting the Survey(s) (the "Compensation"). (f) Any other matters of a business, operational or technical nature as may be agreed by the Parties. 2.3. Each Supplemental Agreement will be executed and dated by a duly authorized representative of each Party. 3. PERSONNEL, EQUIPMENT AND SUPPLIES 3.1. The Contractor shall furnish, immediately place in service and maintain, at its sole cost and expense, for the performance of Survey(s) hereunder, the Crew more particularly described in Supplemental Agreements hereunto annexed. 3.2. Varying operating conditions may require the Crew personnel and equipment set forth in said Supplemental Agreements to be augmented and accordingly Contractor shall, when authorized by Company, furnish such auxiliary or replacement personnel, equipment, supplies and services as may be required in connection therewith all as more particularly set forth and described in the Supplemental Agreements or amendments thereto, which shall clearly set forth the additional compensation, if any, to be paid to the Contractor as a result of such changes. 4. PERMITS 4.1. Contractor shall, at the Company's request and expense, obtain such permits, licenses, and clearances from land owners, mineral owners, appropriate governmental agencies, lessors, tenants, and all other persons having permissible interests in the land or its subsurface minerals, in the Area of Operations, as may be required in connection with all such Survey(s) to be performed by Contractor under this Agreement (the "Land Entry Permits"). Company's cost shall include payments to governmental agents, their per diem, if any, and Contractor's personnel and equipment needed to secure such permits and licenses. Contractor will use its best efforts to secure written permits from the person or persons representing themselves to be owners or lessors of the areas involved. 4.2. In the event it becomes necessary to pay for permission to enter upon any area connected with the Survey, Contractor will notify Company of such area involved and the price required in order to obtain the Land Entry Permits and will proceed with the consent of Company's authorized representative. Company will reimburse Contractor the cost of all such permits unless otherwise provided in the applicable Supplementary Agreement. 4.3. In the event Company assumes the responsibility for obtaining Land Entry Permits from owners or occupants of the land to be surveyed either by utilizing 2 Company personnel or those of third party contractors (whether individuals, corporate or otherwise), Contractor shall not be responsible for any delays in its operations caused by (i) the inability of Company to acquire any permit on a timely basis or (ii) onerous provisions contained in such permits which impede the operations of Contractor hereunder. 5. CONDUCT OF OPERATIONS 5.1. The Contractor covenants and agrees with Company that during the term of this Agreement, it will: (a) Enter upon no lands in respect of which all necessary Land Entry Permits shall not have been first obtained, as provided in Clause 4 above. (b) Equip its Crew with instruments and equipment herein specified and maintain such equipment in good operating condition (c) Provide its Crew with qualified and experienced personnel. (d) Perform all Survey(s) hereunder in an orderly, efficient and workmanlike manner in strict compliance with all applicable laws, ordinances, rules and regulations for the time being in force in every state and locality wherein the Survey(s) hereunder is to be performed. (e) Comply fully with the provisions of all workmen's compensation legislation, ordinances, rules and regulations in force in every state wherein the Survey(s) is to be performed. (f) Exercise reasonable diligence in the care, use and maintenance of any and all materials and/or equipment which may be furnished to it by Company hereunder. (g) Initiate all energy source units at a safe distance from water wells, buildings and structures owned by third persons with a view to avoiding, as far as reasonably possible and consistent with prudent geophysical operations, all risk of damage to such wells, buildings and other structures. (h) Make every reasonable effort to conduct operations so as to result in minimum disturbance to the surface and to restore the surface as nearly as possible to its original condition. After Contractor has obtained releases for surface restoration, whether of government origin or otherwise, liability for any subsequent requirements for erosional or pollution repair or prevention shall rest with Company, which liability shall survive the termination of this Agreement. 3 (i) Pay and satisfy all labor and materialmen's claims validly made or incurred in connection with the Survey(s) performed hereunder. 5.2. The Company covenants and agrees with Contractor as follows: (a) It will not require Contractor to do any matter, act or thing in the performance of the Survey(s) hereunder that is contrary to or in violation of any law, ordinance, rule or regulation governing the subject matter of this Agreement. (b) It will, in writing, designate to Contractor its authorized representative through whom all communications between the Parties hereto shall be directed relative to the Survey(s) to be performed hereunder. (c) The Company shall furnish Contractor with all land and base maps, subsurface well data and all other information that may be necessary or helpful to the conduct of the Survey(s), all of which shall be considered the property of Company to be held by Contractor as strictly confidential information and returned to the Company after the completion of the Survey(s). 6. REPORTS 6.1. The Contractor shall at all times keep Company fully informed directly or through Company's authorized representative as to the progress of the Survey(s) and the results currently obtained during the course thereof and shall consult with Company's representative concerning the data collected and the planning of the Survey(s) by Contractor's Crew. 6.2. During the course of the Survey(s), Contractor shall furnish Company with such periodic production and progress reports as Company shall reasonably require, including such reports as may be required by the various agencies of the federal, state and local authorities where the Survey is being performed. 6.3. As soon as possible upon completion of each Survey, Contractor shall furnish Company with reports and data as follows: (a) A final report consisting of a written description of the Survey(s) performed and the results thereof accompanied by maps on a base supplied by Company of all data considered necessary by Company. (b) All field data sheets, computation sheets, seismograph records, weathering data, and engineering data as may have been generated in the performance of the Survey(s), which reports and materials shall be permanent property of Company but accessible to Contractor for technical examination any 4 time prior to the expiration of this Agreement. The Company shall not require Contractor to reveal proprietary technical data regarding design and method of operation of its geophysical instruments. (c) Any other reports or data as may be provided for in the applicable Supplemental Agreement. 6.4. The results stated and the conclusions drawn in all reports furnished by Contractor to Company hereunder shall represent the best opinion and judgment of the Contractor; however, Contractor cannot and does not warrant or guarantee the accuracy or correctness thereof. Any action which Company (or those associated with Company) may take as a result of such reports shall be on its own responsibility and Contractor shall not be liable or responsible for any loss, cost, damages or expenses whatsoever, including incidental or consequential damages, incurred or sustained by Company resulting therefrom. 7. CONFIDENTIALITY 7.1. Contractor shall treat all maps, logs, records, data, reports and other information used in or obtained from operations hereunder as strictly confidential and shall report any loss of such items immediately to Company in writing. Contractor shall not allow any person, other than a duly authorized representative of Contractor or Company, to have access to such confidential items and shall not divulge any information obtained from operations to any third persons nor permit any of its officers, employees or agents to do so. Contractor shall take all reasonable and necessary precautions to prevent any of Contractors officers, employees or agents from disclosing information obtained from operations to any person other than a duly authorized representative of Contractor or Company. The obligations contained in this paragraph shall survive the termination of this Agreement regardless of the cause or reason for termination. 7.2. Contractor shall require that all subcontractors agree to the confidentiality provision stated above Contractor shall, upon receipt of a written request from Company, obtain from each subcontractor performing services pursuant to or in connection with any Survey, prior to commencement of such services, a written confidentiality agreement and acknowledgment of the proprietary status of all related information, in favor of Company. 8. INDEMNITY 8.1. The Company will release, defend, protect, indemnify and save harmless Contractor of, from and against the following claims, liabilities, causes of action, damages, judgments and settlements, including costs and reasonable attorneys' fees (hereinafter collectively the "Liabilities"): 5 (a) All Liabilities occasioned by or attributable to the failure of Company to obtain timely and adequate Land Entry Permits, in the event Company has the obligation to obtain Land Entry Permits, as set forth in Clause 4 above. (b) All Liabilities arising out of damage to the land, and all crops, trees, water wells, buildings and other structures on or in such land (collectively the "Land"), which Land is owned or occupied by third parties, and which damage was: (i) necessary or unavoidable in conducting prudent operations or (ii) resulted from the placing or detonating the energy source at distances equal to or further than the distances from structures on the Land which Company may, from time-to-time, approve in writing, EXCEPTING, however, to the extent any such damage is occasioned by or attributable to: (iii) a negligent act or omission to act on the part of Contractor or its subcontractors or (iv) the failure by Contractor or its subcontractors to conduct operations hereunder in a professional and prudent manner, for which Contractor shall be responsible, as provided in Clause 8.2 below. (c) All Liabilities arising out of damage to or destruction of property of Company or any injury or death sustained by the employees, agents or other contractors of Company including any such damage or injury which is caused by the sole or contributing negligence of Contractor, the risk of which Company hereby expressly assumes. (d) All Liabilities arising from property damage or injury or death sustained by any person or persons, excluding (i) employees of Contractor or any of its subcontractors and (ii) damages to Land covered by subclause (b) above, arising out of or in any way connected with the operations of Contractor hereunder, to the extent that the same is occasioned by or attributed to the negligent or willful acts or omissions to act on the part Company. 8.2. The Contractor will release, defend, protect, indemnify and save harmless the Company of, from and against: (a) All Liabilities occasioned by or attributable to the failure of Contractor to obtain timely and adequate Land-Entry Permits as provided in Clause 4 above. 6 (b) All Liabilities arising from damage to Land which is owned or occupied by third persons resulting from Contractor's operations hereunder to the extent that the same is occasioned by or attributable to (i) a negligent act or omission to act on the part of Contractor or its subcontractors or (ii) the failure by Contractor or its subcontractors to conduct operations hereunder in a professional and prudent manner. (c) All Liabilities arising out of damage to or destruction of any property of Contractor or any injury or death sustained by the employees or agents of Contractor or of its subcontractors, including any such damage or injury which is caused by the sole or contributing negligence of Company, the risk of which Contractor hereby expressly assumes. (d) All Liabilities arising from property damage or injury or death sustained by any person or persons, excluding (i) employees of Company and (ii) damages to Land covered by sub-clause (b) above to the extent that the same is occasioned by or attributed to the negligent acts or omissions to act on the part of Contractor or its subcontractors. 8.3. Contractor shall be responsible for the safekeeping of field tapes while such tapes are in the custody of Contractor until such time as Contractor delivers said tapes to a representative of Company or places them in the possession of a carrier designated by Company (or if Company does not so designate a carrier, any reputable carrier selected by Contractor) for delivery to Company or a third party designated by Company. In the event of loss of or damage to any tapes for which Contractor is responsible, as provided herein, Contractor's sole and only responsibility to Company shall be, at the option of Company, either (i) reacquire the data affected by such loss or damage or to (ii) refund (or grant credit) to Company for all Compensation paid (or payable) to Contractor with respect to such data so affected. Notwithstanding the foregoing, Contractor's obligations herein shall be fully satisfied in the event Contractor or Company has duplicate, undamaged copies, of the affected data. 8.4. As used herein, the acts or omissions of the Parties shall include those of their respective employees, agents and representatives and, in the case of Company, its contractors and, in the case of Contractor, its subcontractors, and their respective employees, agents and representatives. 8.5. If a claim or suit for damages is made or brought against one of the Parties hereto in respect of which it claims or will claim defense and indemnity against the other Party pursuant to Subclauses 8.1, and/or 8.2 and/or 8.3 above, the Parties hereto covenant and agree that the Party against whom the claim or suit is made shall give immediate notice in writing to the other Party of such claim or suit and all available information with reference to the facts upon which same is based. Further, the Party against whom said claim or suit is made will be given complete 7 control of the defense of any such claim or suit, including the right to defend, resist, compromise or settle same. However, the other Party shall have the right to participate in the defense, compromise or settlement of any such claims or suit, at its expense. 8.6. In case of asserted claims for damage to Land of third Parties against the Company, for which Company is responsible under Sub-clause 8.1 above, Contractor will, on request and for the account of Company, investigate and, with approval of Company, settle such claims on behalf of and at the sole cost of the Company, provided that such obligation on Contractor's part shall not extend beyond thirty (30) days from the date which Contractor's field crew concludes the applicable Survey. After such thirty (30) day period, Company shall investigate and settle such claims at its sole risk and cost. 8.7. Neither Party hereto shall be liable to the other Party for any special, incidental, consequential or punitive damages arising, in any event, from the conduct of the Parties under the terms hereof 9. INSURANCE The Contractor shall, at its sole cost maintain, so long as this Agreement remains in force, and cause its subcontractors to maintain, with one or more reputable insurance companies, the following insurance: 9.1. Workmen's compensation and/or employer's liability insurance in compliance with the laws or ordinances of all states in which Survey(s) is to be performed hereunder covering all employees engaged by Contractor in such Survey(s). 9.2. Automobile public liability insurance covering all vehicles performing Survey(s) hereunder, with limits of $1,000,000.00 for one or more persons injured or killed, or property damage incurred in any one accident. 9.3. Comprehensive public liability insurance covering all operations hereunder with limits of One Million Dollars for one or more persons injured or killed in any one accident, and with property damage limits of One Million Dollars ($1,000,000.00). 9.4. If aircraft are used in the operations hereunder, Aviation Liability Insurance covering all airplanes and helicopters, whether non-owned, chartered, or hired, and furnished by Contractor and used in the operations hereunder, in an amount of not less than $3,000,000 per occurrence combined single limit. 9.5. If waterborne vessels are used in operations hereunder, hull and machinery insurance in an amount at least equal to the market value of each vessel owned by Contractor and used in operations hereunder. In the event the vessel is chartered by Contractor, then Contractor shall require the owner of the vessel to procure such insurance. 8 Before any Survey(s) are commenced by Contractor hereunder, Contractor shall, if requested by Company, furnish certificates showing the above insurance coverages to be in force and permitting cancellations or major modifications of the policies only after ten (10) days' advance notice to Company. It is understood and agreed that Contractor's insurance coverage as detailed in the foregoing sections shall afford Company protection and coverage with respect to those matters covered by specific indemnity agreements extended by Contractor elsewhere provided herein and, except for workers compensation insurance, Company shall be named an additional insured Party under said policies but only to the extent of the liabilities assumed by Contractor under the terms hereof. All insurance policies required by this Agreement to be maintained by Contractor shall be endorsed whereby Contractor's insurers shall waive their rights of subrogation against Company, entities affiliated with Company and their respective insurers. Any and all deductibles or retentions applicable to Contractor's insurance policies shall be assumed by Contractor at its sole expenses. 10. COMPLIANCE WITH LAWS/HES 10.1. Contractor shall comply with all applicable laws, rules and regulations, both federal, state and local, applicable to any Survey performed by Contractor hereunder, and shall also comply with, observe and abide by the Health, Environment and Safety standards of any applicable governmental agency or of Company. 10.2. Contractor will perform the Survey(s) using the most current of either the IAGC Land Geophysical Operations Safety Manual or the IAGC Marine Geophysical Operations Safety Manual, as applicable, as a minimum set of standards supplemented by both Contractor and Company HES rules and work procedures. Contractor shall abide by these minimum health, environment and safety requirements. The more stringent of Company's or Contractor's policy and standards shall apply. Company reserves the right to intervene and consult with Contractor in development of solutions for hazards identified in execution of the work. 10.3. Contractor will equally apply HES standards to and enforce compliance with all such standards by all contractors of any tier, agents, employees, servants or other personnel under their control and will replace at Contractor's expense those who fail to comply. Contractor shall ensure that each of its personnel shall have completed a work safety orientation immediately prior to commencing work under this Agreement. 10.4. Contractor shall report all accidents to Company. In the event there is an accident involving damage to the property or injury to the personnel of Contractor, Company or any third party, any environmental damage, or any incidents 9 involving media attention, which arise out of, result from, or is in any way connected with Contractor's work under to this Agreement, Contractor shall immediately report all such incidents to Company's designated representative within twelve (12) hours after occurrence. In addition, a copy of any written report which is required of Contractor by any governmental agency of such accident will be provided to Company's designated representative within twenty- four (24) hours of such accident. This report should contain factual information only and will not contain opinion, speculation or supposition as to fault, liability or prevention. Company reserves the right to participate in the investigation of any incident or accident resulting from the work conducted pursuant to this Agreement. 11. COMPANY REPRESENTATIVE Company shall designate in writing one or more representatives in the Survey area to whom Contractor's Party Chief or other representative may deliver reports and other confidential information developed from Survey(s). Such representatives shall have the right to be present during the conduct of the Survey(s). Contractor agrees to accept instructions in connection with the operations hereunder within the scope of this Agreement from such designated representatives, provided such instructions are given in writing. 12. TAXES 12.1. Contractor will be solely responsible for all taxes, duties, rates and assessments that may be levied in respect of any vehicles, equipment, instruments or supplies furnished by Contractor in the performance of the Survey hereunder. 12.2. The Contractor will be solely responsible for all payroll taxes, unemployment insurance assessment, federal and/or pension contributions and all other payroll deductions required to be made according to law in respect of the personnel of Contractor engaged in the performance of any of the Survey hereunder. 12.3. Contractor shall be solely responsible for any and all taxes assessed against it by the government of the U.S.A. or any state thereof having jurisdiction, which taxes are assessed against Contractor as a result of fees or other payments made to Contractor by Company hereunder and Contractor shall defend, protect, indemnify and hold Company harmless from and against any such tax assessments, as well as those described in Clauses 12.1 and 12.2 above. 12.4. Notwithstanding the foregoing, Contractor shall in no event be liable for sales, use and similar taxes and charges assessed by any applicable government agency, even though those taxes are generally measured by revenue or income of the Contractor, as such incidental taxes are not usually considered as "income" or "profits" taxes as those terms are generally understood in the geophysical industry. All such sales, use and similar taxes and charges shall be for the account of Company and, if paid by Contractor, shall be reimbursed by Company under applicable provisions hereof. 10 13. COMPENSATION/CONTRACTOR'S RIGHTS 13.1 The Company agrees to pay Contractor and Contractor agrees to accept payment for the Survey to be performed hereunder at the applicable rates set forth in Supplemental Agreements. 13.2. The Contractor shall on or before the 15th day of each month render to Company an itemized statement showing the amount due for services rendered, reimbursable costs and charges incurred by Contractor on behalf of Company hereunder during the preceding calendar month, such statement to be accompanied in each case by supporting vouchers and receipts. The Company shall, within thirty (30) days following receipt of such statement, remit payment of the same in full in United States funds by check, bank draft or money order payable to Contractor at its offices at the City of Houston, in the State of Texas. 13.3. If Company fails to pay any properly submitted statement, or portions thereof, of Contractor within the said thirty (30) day period, the unpaid amount thereof (unless otherwise in bona fide dispute) shall, at the opinion of Contractor, bear interest until paid at a rate equal to one percent (1.0%) or such lesser maximum rate allowed by applicable law, per month until paid. Payment of any statement by Company hereunder shall not prejudice the right of Company to protest or dispute the correctness of any statement before the expiration of two (2) years following the end of the calendar month during which such statement was submitted. The passage of two (2) years without protest shall conclusively establish its correctness. 14. PATENTS 14.1. The Contractor shall, at its sole cost and expense, defend and save harmless Company from and against any and all claims, demands and legal proceedings brought against it and/or Company for the alleged infringement or misappropriation of any United States Letters Patent held or licensed by Contractor provided that (i) Company notifies Contractor in writing of the receipt of the claim or demand or the filing of such proceeding within ten (10) days after the receipt of notice of such claim, demand or service of process thereof, and (ii) Contractor is given complete control of the defense of such proceedings, including the right to defend, settle and make changes in equipment methods, or processes for the purpose of avoiding any such alleged infringement or misappropriation. 14.2. If Contractor is prevented from performing any of its obligations hereunder by injunction or other legal proceedings based upon any claims for alleged infringement or misappropriation of any United States Letters Patent, or if on account of claims or alleged patent infringement or misappropriation Contractor shall discontinue its use of or change equipment, methods, or processes contemplated in this Agreement, Contractor shall, in every such event, be relieved 11 from performance of its obligations hereunder insofar as such nonperformance is the result of such alleged patent infringement or misappropriation or any injunction or other legal proceeding pertaining thereto. The Company shall be relieved of its obligation or make payment hereunder in respect of any Survey(s) to the extent Contractor is unable to perform same by reason of the alleged patent infringement or misappropriation as aforesaid. 15. INDEPENDENT CONTRACTOR No oral agreements or provisions of this Agreement shall be construed so as to constitute Contractor as the agent, servant, or employee of Company, and the exclusive management, direction and control of the employees of Contractor and the Survey(s) to be done under the provisions hereof shall, subject to the general supervision of Company's field representative, always reside in Contractor, Company being interested only in the results obtained. This Agreement does not constitute a partnership agreement, nor does it authorize either Party to serve as the legal representative or agent of the other. Neither Party hereto shall have any right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of the other Party. 16. ASSIGNMENT AND SUBCONTRACTS 16.1. The Contractor may subcontract to such subcontractor or subcontractors as shall be approved by Company such portions of the Survey(s) to be performed hereunder as is customary and usual in the performance of same, but Company shall in no way be held liable for payment of any monies due to any subcontractors. The Contractor shall, notwithstanding the subcontracting of any Survey(s) to be performed hereunder, remain liable and responsible to Company for the proper performance of every portion of the Survey(s) herein contracted to be performed. 16.2. Subject to Subclause 16.1 above, neither Party shall assign this Agreement in whole or in part without prior written consent of the other Party. Contractor reserves the right to pledge its receivables to be received under the terms hereof to the financial institution which provides financing to the Contractor. 17. FORCE MAJEURE Neither Contractor nor Company shall be responsible for failure to perform the terms of this Agreement or any Supplemental Agreement when performance is hindered or prevented by strikes, lockouts, or other labor difficulty, war or acts of war riots or civil commotion, fire, storm, flood, earthquake, terrorism, vandalism, interference by any government authority, or any other cause beyond the reasonable control of the affected Party, whether or not similar to the matters herein enumerated ("Force Majeure"). Compensation shall be payable to Contractor for work stoppages due to Force Majeure at the applicable standby rate or such other rate, if any, as may be set forth in the applicable Supplemental Agreement or as mutually agreed upon in writing by Company and Contractor for up to thirty (30) days; and if stoppage for such cause persists after 12 said thirty (30) day period (i) compensation shall be at a rate agreed upon by Company and Contractor if Company requests Contractor to continue to stand by to resume operations; or (ii) Company or Contractor may forthwith terminate this Agreement or the affected Supplemental Agreement. 18. AUDIT Contractor shall maintain full and complete records concerning invoices which are based on Contractor's costs or other reimbursable billing basis in such manner and detail as to permit verification at all such charges made to Company. Company shall have the right to audit such records at any reasonable time upon written request to Contractor for a period of two (2) years from the date such costs were incurred. Contractor shall assist and cooperate with Company in making any audits provided for above. 19. TERM AND RENEWAL 19.1. This Master Agreement is effective from the day and year above written and will remain in effect for one month and thereafter until either Party terminates it by giving the other ten (10) days advance written or electronically dispatched notice. However, if a Supplemental Agreement is in effect when such notice is given, termination of the Master Agreement shall not be effective until the date of termination of such Supplemental Agreement. This Master Agreement will automatically terminate if no Supplemental Agreement is made within twelve (12) months from the date hereof or, if for twelve (12) consecutive months following the termination of the last Supplemental Agreement in effect, no new Supplemental Agreement is made. 19.2. This Agreement may be renewed and extended from time to time and subject to such conditions as the Parties may in writing agree upon. 20. NOTICES 20.1. The address for service of the Parties hereto shall be as follows: The Company: Zydeco Exploration, Inc. Two Allen Center, Suite 1710 Houston, Texas 77002 Attn: Mr. Edward R. Prince, Jr. Tel: (713) 659-2222 Fax: (713) 659-2221 13 The Contractor: Grant Geophysical, Inc. 16850 Park Row Houston, Texas 77084 Attn: D. Hugh Fraser, Jr. Tel: (713) 398-9503 Fax: (713) 398-9506 20.2. Either Party hereto may from to time to time change its address for service by giving written notice to the other. Any notice may be served by personal delivery or by mailing the same registered post, postage prepaid, in a properly addressed envelope addressed to the Party to whom the notice is to be given at such Party's address for service, and any such notice so served shall be deemed to have been given and received by the addressee forty-eight (48) hours after the mailing thereof, Saturdays, Sundays and statutory holidays excepted. Notice may also be given by fax or other electronic means and shall be effective immediately when received. 21. MISCELLANEOUS PROVISIONS 21.1. APPLICABLE LAWS This Master Agreement and all Supplemental Agreements hereto shall be interpreted and construed in accordance with the laws, both statutory and common law, of the State of Texas, excluding only those choice-of-law provisions which would require the law of some other jurisdiction to be applicable. 21.2. ARBITRATION Save for those disputes to be resolved under Supplemental Agreement No. 1 by the Arbitrator, as defined therein, the parties shall resolve any and all disputes arising from or related to work hereunder by binding arbitration under the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association when not in conflict with such act. Arbitration shall take place in Houston, Texas. Each Party shall select one impartial arbitrator, and the two so designated shall select a third impartial arbitrator. If either Party does not designate an arbitrator within fourteen (14) days after arbitration is requested, or if the two arbitrators do not select a third arbitrator within thirty (30) days after arbitration is requested, then either Party may require that the arbitrator be selected by the American Arbitration Association. The arbitrators must render their decision based on the substantive law of Texas exclusive of its conflicts of law rules. Judgment upon an award of the majority of the arbitrators shall be binding. The arbitrators shall permit the parties to conduct discovery pursuant to the Federal Rules of Civil Procedure. The parties shall complete all discovery within forty-five (45) days of selection of the third arbitrator. The arbitrators shall 14 hold the final hearing within forty-five (45) days of the selection of the third arbitrator. The arbitrators shall issue a final written decision stating the findings of fact, conclusions of laws and reasons for their award within thirty (30) days of the conclusion of the final hearing. The costs of the arbitration shall be borne equally. 21.3. BANKRUPTCY COURT APPROVAL At the request of Company, Contractor shall promptly seek approval by the Bankruptcy Court for authority to enter into this Master Agreement. 21.4. CONFLICTS In the event of a conflict between a term or provision of the Master Agreement and one or more term or provision of a Supplemental Agreement, the applicable term or provision of the Supplemental Agreement shall govern. The fact that additional terms or provisions are contained in one or the other document shall not, in and of itself, create a conflict. 21.5. COUNTERPARTS This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 21.6. DEFAULT In the event either Party hereto should, at any time during the term hereof, commit an act of bankruptcy or assign, voluntarily or involuntarily, its assets for the benefit of its creditors or should proceedings be commenced against or by either Party under any bankruptcy, insolvency or similar statute or should either Party fail to comply with any material term or provision hereof (any such action or condition being hereinafter referred to as "Default") the other Party may terminate this Master Agreement, or the appropriate Supplemental Agreement, at its option exercisable at any time after fifteen (15) days have elapsed after giving notice to the defaulting Party of such Default and the defaulting Party has failed,, during such period, to cure such Default or to commence such cure to the reasonable satisfaction of the other Party. 21.7. ENTIRE AGREEMENT/MODIFICATION This Agreement together with each Supplemental Agreement, as written, embodies the entire contract between the Parties hereto with respect to the subject matter hereof and supersedes and replaces any previous agreement, oral or written, made and entered into between the Parties hereto respecting the Survey(s) to be performed hereunder. No modification of this Master Agreement or any 15 Supplemental Agreement shall be valid unless in writing, referencing this Master Agreement and signed by an authorized representative of both Parties. 21.8. INUREMENT Subject to Clause 16 above, this Master Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. 21.9. WAIVER The rights herein given to either Party hereto may be exercised from time to time, singularly or in combination, and the waiver of one or more of such rights shall not be deemed to be a waiver of such rights in the future or of any one or more of the other rights which the exercising Party may have. No waiver of any breach of a term, provision or condition of this Master Agreement or any Supplement Agreement by one Party shall be deemed to have been made by the other Party hereto unless which waiver is expressed in writing and signed by an authorized representative of such Party, and the failure of either Party to insist upon the strict performance of any term, provision or condition of this Agreement or any Supplemental Agreement, or to exercise any option herein given, shall not be construed as a waiver or relinquishment in the future of the same or any other term, provision, condition or option. IN WITNESS WHEREOF, the Parties hereto have executed and delivered these presents the day and year first above written. COMPANY: CONTRACTOR ZYDECO EXPLORATION, INC. GRANT GEOPHYSICAL, INC. By: /s/ John O. Smith By: /s/ Larry E. Lenig, Jr. ---------------------------- -------------------------------- John O. Smith, President Larry E. Lenig, Jr., President Date: March 14, 1997 Date: March 14, 1997 ------------------------- ------------------------------ 16 EX-27 3 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 6,382,058 1,262,753 190,186 0 0 7,913,966 2,510,407 (1,193,600) 9,538,835 3,765,045 0 0 0 7,375 5,766,415 9,538,835 373,994 373,994 21,539 21,539 969,603 0 6,388 (565,617) 0 (565,617) 0 0 0 (565,617) (0.09) (0.09)
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