May 22, 1996
FX Drilling Company, Inc.
P.O. Box 379
Oilmont, Montana 59466
Fax # 000-00-00000
Att: Xxxxx Xxxxx
Crysen Contract No. 329-P-96
FX Contract No. Please advise
This Agreement, by and between FX Drilling Company, Inc. (FX), and Crysen
Refining, Inc. (Crysen), covers the sale by FX and the purchase and receipt by
Crysen of crude oil under the following terms and conditions:
1. Term: The term of said contract shall be for one year commencing July
1, 1996 through June 30, 1997, then continued thereafter on a month-to-
month basis until written notice is given by one party to the other at
least 30 days prior to the end of the month for which termination is
sought.
2. Quantity and Quality: All of FX's production of Nevada type crude oil
from the properties operated by FX in Xxx County, Nevada.
3. Price: Chevron's Myton black wax posting, adjusted for gravity, less
$2.30 per barrel.
4. Equal Daily Deliveries: All crude oil delivered hereunder during any
calendar month shall be considered to have been delivered in equal daily
quantities during such month.
5. Payment: Payment shall be made by wire transfer in immediately
available funds on the twentieth day of the month following the month of
delivery. Payments due on Saturday shall be paid the preceding Friday, and
payments due on Sunday shall be made the following Monday. Similarly,
payments due on a federal bank holiday shall be paid the preceding business
day except when a federal bank holiday falls on Monday, when payment shall
be due the following day.
6. Delivery: Title and risk of loss shall pass to Crysen as the crude oil
is transferred from Seller's lease storage tanks outlet flange into the
receiving manifold of trucks designated by Crysen Refining, Inc. in Xxxxx
Cross, Utah.
7. Warranty: The delivering party warrants (a) that it has good and
sufficient legal title to the crude oil delivered by it hereunder and its
right to deliver same, (b) that said oil has been produced, handled, and
transported to the delivery point hereunder in accordance with the laws
rules and regulations of all local, state, or federal authorities having
jurisdiction hereunder in accordance with the laws, rules, and regulations
of all local, state, or federal authorities having jurisdiction thereof.
The delivering party agrees to indemnify and hold receiving party harmless
from and against any loss, claim, or demand by reason of any failure of
such title to such crude oil or failure or breach of the warranty.
9. Indemnity: Each party to this Agreement shall indemnify and save
harmless the other from and against all claims, liabilities, and courses of
action for injury to or death of any person or persons and for damages to
or loss of property resulting from willful or negligent acts or omissions
of such party or its agents, employees, representatives, or subcontractors.
10. Force Majeure: a) Except for Crysen's obligation to make payment for
crude oil purchased and received by it hereunder, neither party shall be
liable to the other party for any failure to perform the terms of the
Agreement when such failure is due to "force majeure" as employed in this
Agreement shall mean all causes and events which are not reasonably within
the control of the party claiming the force majeure, including but not
limited to, acts of God, strikes, lockouts, or industrial disputes or
disturbances, civil disturbances, arrests and restraint from rulers of
people, interruptions by government or court orders, or by future valid
orders of any regulatory body having proper jurisdiction, acts of the
public enemy, wars, riots, blockades, insurrections, inability to secure
labor or materials on reasonable terms, epidemics, landslides, lightning,
earthquakes, fire, floods, washouts of roads, explosions, breakage,
accident, freezing of or the necessity to make repairs or alterations to
machinery, pipelines or Buyer's refinery, or any other such cause, whether
of the kind herein enumerated or otherwise.
b) Upon the occurrence of an event of force majeure, the party claiming
force majeure shall remedy such event with all reasonable diligence,
provided, however, that the party claiming force majeure shall not be
required to settle strikes, lockouts, industrial disputes or disturbances,
or litigation by acceding to the demands of any opposing party therein when
such course is inadvisable in the discretion of the party claiming force
majeure.
c) Upon the occurrence of an event of force majeure, the party making such
claim shall promptly provide the other party with written notice of the
occurrence of a force majeure event, including full details of the event,
the causes ( if known), a statement as to whether the party claiming force
majeure intends to cure the force majeure and, if so, the nature of the
remedy and an estimate of the time reasonably needed to remedy the force
majeure.
d) Upon remedy of force majeure, contract shall then resume, and continue
until expiration.
11. Quality: Neither party shall be obligated to accept crude oil
containing B S & W in excess of 1 percent by volume. Crude oil delivered
hereunder shall be merchantable, virgin crude oil, free of organic
chlorides, oxygenated hydrocarbons, lead and any other contaminants not
normally associated with crude oil, and acceptable to the carriers
involved.
12. Governing Law: This Agreement shall be governed by and construed in
accordance with the law of the State of Utah.
In confirmation of the above, the parties have executed the agreement as of the
date indicated beneath their respective signatures below:
CRYSEN REFINING, INC. FX Drilling Company
By: /s/ Xxxxx XxXxxxx By: /s/ Xxxxx Xxxxxx
Title: Vice President Title: Vice President
Date: May 23, 1996 Date: May 23, 1996
