Exhibit 10.1


 


RATIFICATION AND JOINDER AGREEMENT


 


This
RATIFICATION AND JOINDER AGREEMENT dated as of December 17, 2007 (this “Agreement”)
is made between The Bank of New York Trust Company, N.A. (“BNY”), solely
in its capacity as Trustee of Santa Fe Energy Trust (BNY, solely in its
capacity as trustee of Santa Fe Energy Trust, being herein called the “Trustee”;
and the Trustee, in its capacity as the seller of the Properties, being
sometimes called herein “Seller”), Amen Properties, Inc., a
Delaware corporation (“Original Buyer”), SFF Royalty, LLC, a Delaware
limited liability company (“SFF Royalty”), SFF Production, LLC, a Delaware
limited liability company (“SFF Production”) and [ADDITIONAL BUYER] (“[ADDITIONAL
BUYER]”), and collectively with SFF Royalty and SFF Production, the “Additional
Buyers”).  The Original Buyer and the
Additional Buyers are individually referred to herein as a “Buyer” and
collectively as the “Buyers”). 
Capitalized terms used herein but not otherwise defined herein have the
meanings assigned such terms in the Purchase Agreement (as such term is defined
below).


 


WHEREAS,
the Seller and the Original Buyer entered into that certain Purchase and Sale
Agreement dated November 8, 2007 (“Purchase Agreement”) whereby Seller has
agreed to sell the Properties to Original Buyer;


 


WHEREAS,
Original Buyer desires to assign to [ADDITIONAL BUYER] fifty percent (50%) of
Original Buyer’s undivided right, title and interest under the Purchase
Agreement to acquire the Properties, insofar as such Properties are derived
from Subject Assets that constitute royalty or overriding royalty leasehold
interests;


 


WHEREAS,
in accordance with the terms of Section 40 of the Purchase Agreement,
Original Buyer desires to assign to SFF Royalty fifty percent (50%) of Original
Buyer’s undivided right, title and interest under the Purchase Agreement to
acquire the Properties, insofar as such Properties are derived from Subject
Assets that constitute royalty or overriding royalty leasehold interests;


 


WHEREAS,
in accordance with the terms of Section 40 of the Purchase Agreement,
Original Buyer desires to assign to SFF Production all of Original Buyer’s
undivided right, title and interest under the Purchase Agreement to acquire the
Properties, insofar as such Properties are derived from Subject Assets that
constitute fee or leashold cost bearing interests (working interests);


 


NOW, THEREFORE,  for good and
valuable consideration, the undersigned parties hereby agree as follows:


 


1.             Ratification,
Assumption and Joinder.


 


(a)           Each
of the Additional Buyers hereby ratifies, assumes, and hereby agrees to perform
and observe, each and every one of the covenants, rights, promises, agreements,
terms, conditions, obligations, appointments, duties and liabilities of “Buyer”
under the Purchase Agreement.  Each of
the Additional Buyers hereby agrees to be bound 


 

















 


by the provisions of the Purchase Agreement as if each
Additional Buyer had been an original party to the Purchase Agreement.


 


(b)           Each
of the Buyers hereby agrees and acknowledges that the provisions of this
Agreement and the addition and joinder of the Additional Buyers to the Purchase
Agreement pursuant to this Agreement is being agreed to solely as an
accommodation to the Buyers, and is not intended to and shall not expand or
increase in any way any obligation or liability of Seller under the Purchase
Agreement or relating in any way to the transactions contemplated thereby.


 


(c)           Each
of the Buyers hereby further agrees and acknowledges that any obligation or
liability of Seller under the Purchase Agreement shall be strictly limited to
the obligation or liability or amount thereof for which Seller would have been
responsible or liable in the absence of this Agreement.


 


(d)           Subject
Section 1(e) below, the Original Buyer and each of the Additional
Buyers hereby jointly and severally agree to indemnify defend, and hold
harmless the Seller from and against any and all claims by any one or more of
the Buyers for any damages or other amount or claim of any nature to the extent
that any such claim or claims result in a potential obligation or liability of
Seller in excess of the obligation or liability or amount thereof for which
Seller would have been responsible or liable in the absence of this Agreement.


 


(e)           Notwithstanding
anything to the contrary herein or in the Purchase Agreement, [ADDITIONAL
BUYER] shall not have any obligations or liabilities under Section 23 of
the Purchase Agreement to the extent such obligations or liabilities arise out
of or are attributable to the ownership or operation of any Properties conveyed
at Closing by Seller to SFF Production.


 


2.             Relationship,
Obligations and Claims of Buyers.


 


(a)           All
references to the term “Buyer” in the Purchase Agreement or in any other
document or instrument executed and delivered or furnished, or to be executed
and delivered or furnished, in connection therewith shall be deemed to be a
reference to, and shall include, each of the Original Buyer and the Additional
Buyers.


 


(b)           Each
Buyer agrees and acknowledges that it is and shall be jointly and severally
liable for all obligations of “Buyer” under the Purchase Agreement and any
agreement, document, certificate or other instrument delivered pursuant hereto
or thereto.


 


(c)           Any
claim for indemnity under the Purchase Agreement by SFF Royalty or SFF
Production may be brought and administered only by the Original Buyer on behalf
of all Buyers.  Except for claims brought
and administered through the Original Buyer, no Additional Buyer shall have any
right to initiate, bring or pursue any claim for indemnity under the Purchase
Agreement or to make any other claim against Seller, and each Additional Buyer
hereby releases and waives any such right.


 


3.             Representations
and Warranties.


 


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(a)           Original
Buyer hereby represents and warrants to Seller as follows:


 


(i)            After
giving effect to this Agreement, the representations and warranties set forth
in the Purchase Agreement with respect to the Buyer are true and correct in all
material respects on and as of the date of this Agreement (except to the extent
that such representations and warranties expressly relate to an earlier date)
with the same effect as if made on and as of the date hereof.


 


(b)           [ADDITIONAL
BUYER] hereby represents and warrants to Seller as follows:


 


(i)            [ADDITIONAL
BUYER] (i) is a general partnership validly existing under the Laws of the
State of Oklahoma; (ii) is, or as of the Closing Date shall be, duly
qualified as of the Closing Date to carry on its business in the states in
which the Properties are located to the extent that any failure to be so
qualified could have any adverse effect on Seller or impose any cost or
liability on Seller, and (iii) has full power and authority to enter into
and perform this Agreement (and all documents required to be executed and
delivered by [ADDITIONAL BUYER] at Closing) and to consummate the transactions
contemplated by this Agreement (and such documents).


 


(ii)           [ADDITIONAL
BUYER]’s execution, delivery and performance of this Agreement (and all
documents required to be executed by [ADDITIONAL BUYER] at Closing), and the
consummation of the transactions contemplated hereby and thereby, have been
duly and validly authorized by all necessary general partnership action on the
part of [ADDITIONAL BUYER].


 


(iii)          After
giving effect to this Agreement, the representations and warranties set forth
in the Purchase Agreement with respect to the Buyer are true and correct in all
material respects on and as of the date of this Agreement (except to the extent
that such representations and warranties expressly relate to an earlier date)
with the same effect as if made on and as of the date hereof.


 


(c)           SFF
Royalty hereby represents and warrants to Seller as follows:


 


(i)            SFF
Royalty (i) is a duly organized limited liability company validly existing
and in good standing under the Laws of the State of Delaware; (ii) is, or
as of the Closing Date shall be, duly qualified as of the Closing Date to carry
on its business in the states in which the Properties are located to the extent
that any failure to be so qualified could have any adverse effect on Seller or
impose any cost or liability on Seller, and (iii) has full power and
authority to enter into and perform this Agreement (and all documents required
to be executed and delivered by SFF Royalty at Closing) and to consummate the
transactions contemplated by this Agreement (and such documents).


 


(ii)           SFF
Royalty’s execution, delivery and performance of this Agreement (and all
documents required to be executed by SFF Royalty at Closing), and the
consummation of the transactions contemplated hereby and thereby, have been
duly and validly authorized by all necessary limited liability company action
on the part of SFF Royalty.


 


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(iii)          After
giving effect to this Agreement, the representations and warranties set forth
in the Purchase Agreement with respect to the Buyer are true and correct in all
material respects on and as of the date of this Agreement (except to the extent
that such representations and warranties expressly relate to an earlier date)
with the same effect as if made on and as of the date hereof.


 


(d)           SFF
Production hereby represents and warrants to Seller as follows:


 


(i)            SFF
Production (i) is a duly organized limited liability company validly
existing and in good standing under the Laws of the State of Delaware; (ii) is,
or as of the Closing Date shall be, duly qualified as of the Closing Date to
carry on its business in the states in which the Properties are located to the
extent that any failure to be so qualified could have any adverse effect on
Seller or impose any cost or liability on Seller, and (iii) has full power
and authority to enter into and perform this Agreement (and all documents required
to be executed and delivered by SFF Production at Closing) and to consummate
the transactions contemplated by this Agreement (and such documents).


 


(ii)           SFF
Production’s execution, delivery and performance of this Agreement (and all
documents required to be executed by SFF Production at Closing), and the
consummation of the transactions contemplated hereby and thereby, have been
duly and validly authorized by all necessary limited liability company action
on the part of SFF Production.


 


(iii)          After
giving effect to this Agreement, the representations and warranties set forth
in the Purchase Agreement with respect to the Buyer are true and correct in all
material respects on and as of the date of this Agreement (except to the extent
that such representations and warranties expressly relate to an earlier date)
with the same effect as if made on and as of the date hereof.


 


4.             Notices.


 


(a)           All notices for SFF Production and SFF Royalty shall be
delivered to the address of Original Buyer as specified in Section 31 of
the Purchase Agreement.


 


(b)           The
address for notices under Section 31 of Purchase Agreement for [ADDITIONAL
BUYER] shall be as follows:


 


[ADDRESS OF ADDITIONAL
BUYER]


 


5.             Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas and the applicable laws of the United
States of America.


 


6.             Miscellaneous.
This Agreement shall be binding on the Parties and shall inure to the benefit
of their respective successors and assigns. 
This Agreement may be executed in counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute
one and the same agreement.


 


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IN WITNESS WHEREOF, the
undersigned have duly executed this Agreement as of the day and year first
above written.


 


	
   

  	
  THE
  BANK OF NEW YORK TRUST 

  COMPANY, N.A., solely in its capacity as 

  Trustee of Santa Fe Energy Trust

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mike Ulrich

  
	
   

  	
  Name: Mike Ulrich

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  AMEN PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/Jon Morgan

  
	
   

  	
  Name: Jon Morgan

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  SFF ROYALTY, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/Jon Morgan

  
	
   

  	
  Name: Jon Morgan

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  SFF PRODUCTION, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/Jon Morgan

  
	
   

  	
  Name: Jon Morgan

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  [ADDITIONAL BUYER]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
   /s/[Authorized signatory of

  	
   

  
	
   

  	
   

  	
  ADDITIONAL BUYER]

  	
   

  
	
   

  	
  Name: [NAME]

  
	
   

  	
  Title: [TITLE]