THE REPRESENTATIVE
OF THE SELLERS ("SELLER'S REPRESENTATIVE") TO SERVE, AND APOLLO AND APOLLO
PRODUCTION HEREBY ACKNOWLEDGE THAT SELLER'S REPRESENTATIVE SHALL SERVE, AS THE
SOLE REPRESENTATIVE OF THE SELLER FROM AND AFTER THE EFFECTIVE DATE WITH RESPECT
TO THE MATTERS SET FORTH IN THIS AGREEMENT.
SELLER'S REPRESENTATIVE HAS
ACCEPTED SUCH DESIGNATION AS OF THE DATE HEREOF.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS AGREEMENT, SELLER'S REPRESENTATIVE SHALL HAVE NO
DUTIES OR RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, AND NO
IMPLIED COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR
LIABILITIES ON BEHALF OF ANY SELLER SHALL OTHERWISE EXIST AGAINST SELLER'S
REPRESENTATIVE.
IT IS EXPRESSLY UNDERSTOOD AND AGREED BY SELLER AND BY APOLLO
AND APOLLO PRODUCTION, THAT KEN KELLEY SHALL HAVE NO PERSONAL LIABILITY
WHATSOEVER TO APOLLO OR APOLLO PRODUCTION WHATSOEVER, WITH RESPECT TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.
(B)
NEPTUNE AND GOLDEN SPREAD EACH HEREBY
IRREVOCABLY APPOINTS SELLER'S REPRESENTATIVE AS THE AGENT, PROXY AND
ATTORNEY-IN-FACT FOR SUCH PARTY FOR ALL PURPOSES OF THIS AGREEMENT, INCLUDING
FULL POWER AND AUTHORITY ON SUCH PARTY'S BEHALF (I) TO TAKE ALL ACTIONS WHICH
33
SELLER'S REPRESENTATIVE CONSIDERS NECESSARY OR DESIRABLE IN CONNECTION WITH THE
DEFENSE, PURSUIT OR SETTLEMENT OF ANY DETERMINATIONS RELATING TO (X) THE PAYMENT
OF THE PURCHASE PRICE, AND (Y) ANY CLAIMS FOR INDEMNIFICATION, INCLUDING
DETERMINATIONS TO SUE, DEFEND, NEGOTIATE, SETTLE AND COMPROMISE ANY SUCH CLAIMS
FOR INDEMNIFICATION MADE BY OR AGAINST, AND OTHER DISPUTE WITH APOLLO OR APOLLO
PRODUCTION PURSUANT TO THIS AGREEMENT, OR ANY OF THE AGREEMENTS OR TRANSACTIONS
CONTEMPLATED HEREBY, (II) TO ENGAGE AND EMPLOY AGENTS AND REPRESENTATIVES
(INCLUDING ACCOUNTANTS, LEGAL COUNSEL AND OTHER PROFESSIONALS) AND TO INCUR SUCH
OTHER EXPENSES AS HE SHALL DEEM NECESSARY OR PRUDENT IN CONNECTION WITH THE
ADMINISTRATION OF THE FOREGOING, (III) TO DISBURSE TO NEPTUNE AND GOLDEN SPREAD
ALL INDEMNIFICATION PAYMENTS, (IV) TO ACCEPT AND RECEIVE NOTICES TO SELLER
PURSUANT TO THIS AGREEMENT, AND (V) TO TAKE ALL OTHER ACTIONS AND EXERCISE ALL
OTHER RIGHTS WHICH SELLER'S REPRESENTATIVE (IN HIS SOLE DISCRETION) CONSIDERS
NECESSARY OR APPROPRIATE IN CONNECTION WITH THIS AGREEMENT.
EACH OF NEPTUNE AND
GOLDEN SPREAD ACKNOWLEDGES AND AGREES THAT SUCH AGENCY AND PROXY ARE COUPLED
WITH AN INTEREST, AND ARE THEREFORE IRREVOCABLE WITHOUT THE CONSENT OF SELLER'S
REPRESENTATIVE AND SHALL SURVIVE THE BANKRUPTCY, DISSOLUTION OR LIQUIDATION OF
EITHER OR BOTH OF NEPTUNE OR GOLDEN SPREAD.
ALL DECISIONS AND ACTS BY SELLER'S
REPRESENTATIVE SHALL BE BINDING UPON EACH OF NEPTUNE AND GOLDEN SPREAD, AND
NEITHER NEPTUNE NOR GOLDEN SPREAD SHALL HAVE THE RIGHT TO OBJECT, DISSENT AND
PROTEST OR OTHERWISE CONTEST THE SAME.
(C)
IN THE EVENT THAT THE PERSON AUTHORIZED
HEREUNDER AS SELLER'S REPRESENTATIVE SHALL RESIGN OR OTHERWISE FAIL TO ACT ON
BEHALF OF SELLER FOR ANY REASON, A SUBSTITUTE SELLER'S REPRESENTATIVE SHALL BE
ELECTED BY PROMPT ACTION OF NEPTUNE AND GOLDEN SPREAD. APOLLO PRODUCTION AND
APOLLO, HOWEVER, SHALL BE CONCLUSIVELY ENTITLED TO CONTINUE TO RELY UPON THE
AUTHORITY HEREIN GRANTED TO KEN KELLEY AS SELLER'S REPRESENTATIVE UNTIL SUCH
TIME AS NEPTUNE AND GOLDEN SPREAD SHALL HAVE NOTIFIED THEM, IN