Assignment, Assumption and Ratification Agreement



 Exhibit 10.25 
 ASSIGNMENT, ASSUMPTION AND RATIFICATION AGREEMENT 
 THIS ASSIGNMENT, ASSUMPTION AND RATIFICATION
AGREEMENT (this “Agreement”) is made and entered into effective as of the 25th day of July, 2007 (the “Effective Date”), by and between AMVEST Osage, Inc. (the “Assignor”), and CEP Mid-Continent LLC
(the “Assignee”). 
 WITNESSETH: 
 WHEREAS, Assignor desires to sell, assign and transfer to Assignee all of its interest, rights, duties and obligations under the Exploration and Development Agreement dated July 25, 2005, as amended, by
and between Assignor and the Osage Tribe of Indians of Oklahoma (the “Exploration and Development Agreement”), and Assignee desires to accept said sale, assignment and transfer upon the terms and conditions hereinafter set forth;

 NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, and other good and
valuable consideration. the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 
 1.
Assignment. Assignor hereby sells, assigns and transfers to Assignee its interests, rights, duties and obligations under the Exploration and Development Agreement with respect to the interest and lands set forth in the Exploration and
Development Agreement (the “Interests”). 
 2. Acceptance, Ratification and Indemnification. Assignee hereby
accepts the foregoing sale, assignment and transfer and promises to faithfully perform all other covenants, stipulations, agreements and obligations under the Exploration and Development Agreement with respect to the interests and ratifies, adopts,
and confirms the Exploration and Development Agreement to the same extent as if Assignee had executed the Exploration and Development Agreement. Assignee shall indemnify and save Assignor harmless from any and all obligations, claims, demands,
actions, causes of action, suits, proceedings, damages, liabilities, costs or expenses of every nature whatsoever (collectively “Liabilities”) which relate to the Interests. The provisions of this Section 2 shall survive
the performance of the terms and conditions of this Agreement. 
 3. Binding Effect. This Agreement shall become effective upon
the execution and acknowledgement of all the parties hereto. This Agreement shall be binding upon the respective heirs, personal representatives, successors and assigns of the parties hereto. The parties hereto shall execute and deliver such further
and additional instruments, agreements and other documents as may be necessary to evidence or carry out the provision of this Agreement. 
 4. Entire Agreement. This Agreement supersedes all previously made between the parties hereto relating to its subject matter. There are no other understandings or agreements between them. 







 5. Notices. All notices or other documents under this Agreement shall be in writing and
delivered personally or mailed by certified mail, postage prepaid, addressed to the parties at the following addresses: 
  

			
	Assignor:	  	AMVEST Osage, Inc.
		  	P0 Box 970
		  	Skiatook, OK 74070
		  	Attention: Mr. Paul Bruce, President
		  	Facsimile No. (918) 396-0867
		
	Assignee:	  	CEP Mid-Continent LLC
		  	One Allen Center
		  	500 Dallas Street, Suite 3300
		  	Houston, TX 77002
		  	Attention: Elizabeth Evans
		  	Facsimile No. (713) 344-2901
		
	If to the Tribe:	  	Osage Minerals Council
		  	Osage Nation
		  	Tribal Administration Building
		  	813 Grandview Avenue
		  	Pawhuska, Oklahoma 74056
		  	Attn: Ms. Jewell Purcell. Chairperson
		  	Facsimile No. (918) 287-2257
		
	With a copy to:	  	Osage Agency
		  	Bureau of Indian Affairs
		  	P.O. Box: 1539
		  	Pawhuska, OK 74056
		  	Attention: Superintendent - Melissa Currey
		  	Facsimile No. (918) 287-4320

 6. Waiver. No party hereto shall be deemed to have waived the exercise of any right
which it holds hereunder unless such waiver is made expressly and in writing (and, without limiting the generality of the foregoing, no delay or omission by any party hereto in exercising any such right shall be deemed a waiver of its future
exercise). No such waiver made in any instance involving the exercise of any such right shall be deemed a waiver as to any other such instance, or any other such right. 
 7. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 
 8. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Oklahoma. 







 9. Counterparts. This Agreement may be executed 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. 
 IN WITNESS WHEREOF, the
parties have executed this Agreement as of the Effective Date. 
  

			
	ASSIGNOR
		
	By:	 	/s/ Bruce J. Sakashita
	Name: Bruce J. Sakashita
	Title: Vice President
	
	ASSIGNEE
		
	By:	 	/s/ Angela A. Minas
	Name:	 	Angela A. Minas
	Title:	 	Chief Financial Officer










			
	STATE OF TEXAS	  	§
		  	§
	COUNTY OF HARRIS	  	§

 This instrument was acknowledged before me
on this 24th day of July, 2007 by Buce J. Sakashita, as Vice President of AMVEST Osage, Inc., a Virginia corporation. 
  

	
	
	/s/ Cherise C. Aguilar
	Notary Public


  

	
	My Commission Expires:
	
	May 11, 2009

  
  
  

			
	STATE OF TEXAS	  	§
		  	§
	COUNTY OF HARRIS	  	§

 This instrument was acknowledged before me
on this 24th day of July, 2007, by as President of CEP Mid-Continent LLC, a Delaware limited liability company. 
  

	
	
	/s/ Cherise C. Aguilar
	Notary Public


  

	
	My Commission Expires:
	
	May 11, 2009
	
	(SEAL)