EXHIBIT 10.1
Agreement
NOW ON this 15th day of April, 2004, this Agreement is by and between WYOMING
OIL & MINERALS, INC., a Wyoming corporation (WOM), BLUE STAR ACID SERVICE, INC.,
a Kansas corporation (SELLER), and CONSOLIDATED OIL WELL SERVICES, INC., a
Kansas corporation (BUYER).
WHEREAS, WOM is the sole shareholder of SELLER; SELLER is engaged in the
business of servicing oil and gas xxxxx in Kansas and Oklahoma; SELLER has
agreed to sell, and BUYER has agreed to purchase, all of the hereinafter
described property and assets of SELLER on the terms set forth herein.
NOW THEREFORE, FOR ONE DOLLAR AND OTHER GOOD AND VALUABLE CONSIDERATION, the
receipt and sufficiency of which is acknowledged, the parties enter into the
following agreement:
1. THE PROPERTY
1.1 SELLER hereby agrees to sell, assign, transfer and convey to BUYER, and
BUYER hereby agrees to purchase from SELLER, all SELLER assets, operations,
real estate, personal property, machinery and tools, vehicles, equipment,
inventory and supplies, accounts, accounts and notes receivable, all
leases, contract rights, licenses, permits, customer lists and rights of
any kind and nature, including the names and marks of SELLER, telephone
numbers and listings, and goodwill, as more fully described on the attached
Exhibit `A' list of real and personal property and Exhibit `B' list of
accounts receivable, all of which is hereinafter referred to as the
'property'.
1.2 SELLER shall convey the real estate to BUYER by Special Warranty Deed, and
shall convey the other property and accounts receivable to BUYER by Xxxx of
Sale and Assignment, copies of which are attached hereto. SELLER shall
promptly execute such other documents, at the request of BUYER, as may be
necessary to implement the terms of this Agreement and approved by counsel
for SELLER, including, but not limited to, certificates of title to all
vehicles.
1.3 BUYER agrees to accept the property in its present condition, "as is, where
is," with no warranty of any kind with regard to the condition of the
property or fitness for any particular purpose. BUYER has inspected the
property prior to executing this Agreement and hereby represents and
warrants that it has not relied on SELLER or WOM for any information about
the condition of the property.
2. PURCHASE PRICE
BUYER shall pay SELLER the total sum of $1,200,000 for the property,
subject to the adjustments and prorates noted hereinafter, by cash,
certified check or wire transfer at the time of closing. The purchase price
shall be allocated as follows:
1
Real Estate: $ 45,750
Inventory & Supplies: $ 20,000
Vehicles, Equipment & Tools: $ 1,029,250
Accounts Receivable: $ 105,000
3. BLUE STAR DEBTS & LIABILITIES
3.1 In addition to the purchase price described in Section 2, BUYER shall
assume and pay or otherwise satisfy certain SELLER current (not over 30
days past invoice date) normal trade debt payables that are listed on the
attached Exhibit `C' up to the amount stated on Exhibit `C,' any trade
payable that arise in the ordinary course of business since April 9, 2004,
the BLUE STAR operating loan at Home Bank & Trust Co., Eureka, Kansas, in
the principal amount of $98,631.01, plus interest, and the mortgage loan
relating to the real property in the principal amount of $25,382.03 plus
interest as reflected by the Promissory Notes and Loan Documents attached
Exhibit C-1. BUYER agrees to execute and deliver to SELLER at closing an
assumption agreement with regard to these debts and liabilities in the form
attached hereto as Exhibit "D" and incorporated herein by reference.
3.2 SELLER shall pay or otherwise satisfy, and shall indemnify and hold BUYER
harmless from, all BLUE STAR debts and liabilities not listed or in excess
of the amounts stated on Exhibit `C'. A listing of other BLUE STAR debts
and liabilities not being assumed by BUYER is set forth on the attached
Exhibit `E'.
4. REPRESENTATIONS & WARRANTIES
4.1 SELLER represent and warrant that:
(a) SELLER has good and merchantable title to the property, free and clear
of all liens and encumbrances;
(b) all documents and records provided to BUYER by SELLER pertaining to
the property, accounts receivable, and the trade payables and Home
Bank & Trust Co. operating loan, are true, accurate and complete;
(c) the accounts listed on Exhibit `B' are valid, existing debts owed to
SELLER and the amounts listed are due, owing and unpaid and not
contingent or, to the knowledge of SELLER, uncollectable, and to the
knowledge of SELLER, the account debtor is not now in bankruptcy nor
has discharged the debt in bankruptcy, unless so indicated on Exhibits
`B' or `F';
(d) SELLER is a corporation in good standing in the state of Kansas with
full power and authority to engage in business in Kansas and Oklahoma;
(e) the sale to Buyer and this Agreement has been approved by the Board of
Directors of SELLER, and the undersigned SELLER officers have been
authorized and directed to execute this Agreement and the Warranty
Deed and Xxxx of Sale and Assignment;
2
(f) SELLER has complied in all material respects with their respective
Articles of Incorporation and Bylaws, and all applicable laws,
regulations and rules, all judgments, writs, injunctions and decrees
of federal, state and municipal governments or any department, agency
or other instrumentality thereof, applicable to their respective
business or property and the sale to BUYER hereunder;
(g) SELLER has obtained and maintained all permits and licenses necessary
for the operation of business, and is not in violation of any such
permit or license;
(h) there are no pending lawsuits or pending or known potential claims in
respect to SELLER or the property or the accounts receivable, except
as stated on the attached Exhibit `F'; and
(i) SELLER has not unlawfully stored, treated, disposed of, or transported
Hazardous Substances on or in the property, and SELLER has no
knowledge of the presence of any unlawful Hazardous Substances in or
on the property. For purposes of this Agreement, the term "Hazardous
Substances" shall be interpreted broadly to include, but not be
limited to, substances designated as hazardous under the Resource
Conservation and Recovery Act, 42 U.S.C. 6901, et seq. the Federal
Water Pollution Control Act, 33 U.S.C. 1257, et seq., the Clean Air
Act, 42 U.S.C. 2002, et seq., or the Comprehensive Environmental
Response Compensation and Liability Act of 1980, 42 U.S.C. 2601, et
seq., and any applicable State law or regulation. The term shall also
be interpreted to include but not be limited to any substance which
after release into the environment and upon exposure, ingestion,
inhalation or assimilation either from the environment or by ingestion
through food chains, will or may reasonably be anticipated to cause
death, disease, behavior abnormalities, cancer and/or genetic
abnormalities.
4.2 BUYER represents and warrants that:
(a) BUYER is a corporation in good standing in the State of Kansas with
full power and authority to engage in business in Kansas and Oklahoma;
(b) BUYER has full right, power and authority to enter into this Agreement
and to perform its obligations as described herein;
(c) This Agreement is the legal, valid and binding obligation of the
BUYER, enforceable against the BUYER in accordance with its terms; and
(d) This Agreement has been approved by the Board of Directors of BUYER
and all other necessary authority, and the undersigned BUYER officers
have been authorized and directed to execute this Agreement.
3
5. INDEMNITY
5.1 From and after the effective date of this Agreement, BUYER shall indemnify
and hold SELLER, its officers, directors, shareholders, employees, agents,
successors and permitted assigns harmless from compliance with any local,
state or federal law or regulation pertaining to the property, and all
claims, demands and causes of action, including costs, expenses and
attorney fees, arising out of ownership or operation of the property on or
after the closing date of this Agreement.
5.2 SELLER and WOM shall indemnify and hold BUYER, its officers, directors,
shareholders, employees, agents, successors and permitted assigns, harmless
from compliance with any local, state or federal law or regulation
pertaining to the property, and all claims, demands and causes of action,
including costs, expenses and attorney fees, arising out of any of SELLER's
acts or omissions pertaining to the property or the operations of SELLER
occurring prior to the closing date of this Agreement.
6. PROOF OF MARKETABLE TITLE
6.1 BUYER shall upon execution of this Agreement promptly obtain a title
insurance commitment on the real estate showing marketable title in SELLER
in the amount of the purchase price allocated to the real estate. The cost
of this title insurance shall be divided equally between the parties. If
valid objections are made to marketability of title, SELLER shall have a
reasonable time in which to satisfy such objections, and if legal
proceedings are necessary, such proceedings shall be commenced promptly and
completed in a reasonable time. If necessary, the closing date shall be
extended for a period not to exceed thirty days to allow SELLER the
opportunity to cure any defects in title brought to its attention by BUYER.
6.2 BUYER may obtain a UCC and local lien search at its expense and report to
SELLER the existence of any liens that must be removed in order to convey
clear title to BUYER. Any liens revealed by this search may be satisfied at
closing or from the proceeds of sale to be delivered to SELLER at closing.
7. PROPERTY TAXES
SELLER shall pay all real estate and personal property taxes and
assessments which are due and payable against the property for the year
2003 and all prior years. Taxes for the year 2004 shall be prorated between
SELLER and BUYER to the date of closing, based on the 2003 tax rate, with
such adjustment being made from the purchase price at the date of closing.
BUYER shall pay all taxes and assessments for the years 2004 and
thereafter.
8. CARE OF PROPERTY PRIOR TO CLOSING
Until the closing date, SELLER shall maintain and continue all normal
SELLER business operations and shall keep and maintain the property in good
condition and repair and not to allow waste or permit nuisance thereon.
SELLER shall promptly notify BUYER of any material change in SELLER
operations or the condition of any property between the date of this
Agreement and the date of closing. SELLER shall have an affirmative duty to
promptly update and supplement the disclosures and representations
hereunder and the attached Exhibits, as necessary, prior to the closing
date.
4
9. LIENS
SELLER shall not allow or permit any mechanic's or materialman's liens to
attach to the property prior to the date of closing, and shall pay for any
labor or materials in connection with maintenance and repairs on the
property that could result in a lien being filed after closing.
10. NON-COMPETE & CONFIDENTIALITY
10.1 For a period of three (3) years from and after the date of closing, within
the States of Kansas and Oklahoma, SELLER and WOM shall not, directly or
indirectly, compete with BUYER in any type of business that was performed
by SELLER in the one year period prior to the date of this Agreement,
including, but not limited to, any type of oil or gas well servicing for
hire or compensation.
10.2 From and after the date of closing, neither SELLER nor WOM shall
disseminate or disclose to anyone other than BUYER, or use for any purpose,
any listing of the names of SELLER customers and services performed for
such customers, nor shall SELLER or WOM use the name "BLUE STAR" without
the prior written consent of BUYER.
10.3 Violation of this section shall entitle BUYER to injunctive relief and all
damages proximately resulting from such violation, including costs,
expenses and attorney fees.
11. CONDITIONS PRECEDENT TO THE CLOSING
11.1 BUYER's obligations to close the purchase under this Agreement are
contingent on (i) BUYER securing acceptable financing for the purchase,
(ii) BUYER and Xxxxxxx X. XxXxx entering into a mutually agreeable
employment contact and non-competition agreement, (iii) all representations
of SELLER made hereunder being true, correct and accurate on the closing
date, and (iv) SELLER executing and delivering at closing all documents
required hereunder.
11.2 The obligations of SELLER to close the purchase under this Agreement are
contingent on (i) all representations and warranties of BUYER set forth
herein being true and correct in all material respects at the closing date
as if made at that time; (ii) BUYER having performed all covenants and
conditions required by it to be performed hereunder; and (iii) the
willingness and ability of BUYER to tender the purchase price for the
property to SELLER.
11.3 BUYER shall make a good faith attempt to notify SELLER, in writing, prior
to the closing date in the event a contingency in 11.1 does not occur and,
in such event, the parties may mutually extend the closing date or either
party may terminate this Agreement.
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12. CLOSING/EFFECTIVE DATE & POSSESSION
12.1 The closing and effective date for this transaction is Tuesday April 20,
2004, and, subject to satisfaction of the conditions set forth above and
the tender of the purchase price, BUYER shall be entitled to possession of
the property from and after the date and time of closing.
12.2 At closing, BUYER shall tender to SELLER the purchase price, and SELLER
shall deliver to BUYER a fully executed Warranty Deed and Xxxx of Sale and
Assignment of all property sold hereunder and such other documents as may
be necessary to implement the terms of this Agreement.
12.3 The parties agree that the closing shall be accomplished by means of an
escrow arrangement with a mutually agreeable escrow agent in accordance
with the terms of Annex 1, attached hereto and incorporated herein by
reference.
13. NOTICES
Any notices required hereunder shall be sent certified mail, return receipt
requested, or by overnight delivery through Federal Express, UPS or
Airborne, directed to the parties as follows:
WYOMING OIL & MINERALS, INC. & BLUE STAR ACID SERVICE, INC.
Attention: Xxxx Xxxxxx, President
0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
FAX 000-000-0000
With a copy to counsel: Xxxxx Xxxxxxx
Attorney at Law
Xxxxxxx and Xxxxx PC
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
FAX 000-000-0000
CONSOLIDATED OIL WELL SERVICES, INC.
Attention: Xxxxx Xxxxxxxxx, President
000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxx 00000
FAX 000-000-0000
With a copy to counsel: Xxxx X. Xxxxx
Attorney at Law
Kluin & Bolt, LLC
X.X. Xxx X, 000 Xxxxx Xxxxxxxx,
Xxxxxxx, Xxxxxx 00000
FAX 000-000-0000
E-mail xxxxx@xxxxxxxx.xxx
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14. EXPENSES & FEES
14.1 Each party shall pay their own costs, expenses and fees in connection with
this Agreement and the closing of the transaction.
14.2 Neither party has employed a broker or realtor in connection with this
transaction.
15. SURVIVAL
All representations, warranties and covenants of the parties shall survive
the execution and consummation of this Agreement.
16. CHOICE OF LAW & VENUE
This Agreement has been made at Chanute, Neosho County, Kansas, and shall
be construed under the laws of the State of Kansas. The sole and exclusive
venue for any action arising out of this Agreement is the District Court of
Neosho County, Kansas.
17. INTERPRETATION
This Agreement is the result of joint negotiations and efforts in drafting,
and nothing herein shall be construed against either party simply as a
result of such party being the draftsman of this Agreement.
18. ENTIRE AGREEMENT
This document constitutes the entire agreement and understanding of the
parties. The February 20, 2004, Non-Disclosure Agreement between the
parties is merged into this Agreement.
19. AMENDMENT & WAIVER
This Agreement may not be amended, altered or modified, and no term or
condition herein shall be deemed waived or released, except by written
agreement signed by the parties.
20. SEVERABILITY
In the event any term or condition of this Agreement is deemed
unenforceable for any reason, such provision shall not invalidate the
remaining portions of this Agreement.
21. MISCELLANEOUS
21.1 Time is of the essence under this Agreement.
21.2 The terms of this Agreement shall extend to and be binding upon the heirs,
executors, administrators, trustees, successors and assigns of the parties.
21.3 Headings in this Agreement are for convenience only and shall not be
considered in interpreting this Agreement.
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IN WITNESS WHEREOF, the parties have hereunto set their hand effective the date
first above written.
WYOMING OIL & MINERALS, INC.
/s/ Xxxx X. Xxxxxx 04/19/04
--------------------------------- ------------------
Xxxx X. Xxxxxx date
President
BLUE STAR ACID SERVICE, INC.
/s/ Xxxxxxx X. XxXxx 04/19/04
--------------------------------- ------------------
Xxxxxxx X. XxXxx date
President
CONSOLIDATED OIL WELL SERVICES, INC.
/s/ Xxxxx Xxxxxxxxx 04/19/04
--------------------------------- ------------------
Xxxxx Xxxxxxxxx date
President
8
EXHIBIT `A'
to the Agreement between
WYOMING OIL & MINERALS, INC. & BLUE STAR ACID SERVICE, INC.
and CONSOLIDATED OIL WELL SERVICES, INC.
~ Property and Assets Sold ~
All BLUE STAR assets, operations, real estate, personal property, machinery and
tools, vehicles, equipment, inventory and supplies, accounts, accounts and notes
receivable, all leases, contract rights, licenses, permits, customer lists and
rights of any kind and nature, including the names and marks of BLUE STAR,
telephone numbers and listings, and goodwill, including the following:
Real estate (legal description):
A tract lying in the Northwest Quarter (NW/4) of Section 00, Xxxxxxxx
00 Xxxxx, Xxxxx 18 East, Neosho County, Kansas, described as:
Commencing at the SE/c NW/4, thence N 00(0)00'00" E, (an assumed
bearing), 597 feet along the quarter section line to the true point of
beginning, thence N 89(0)58'25" W, parallel with the South line of said
NW/4, 577.5 feet (35 rods); thence N 00(0)00'00" E, 294 feet, thence S
89(0)58'25" E, 577.5 feet to the quarter section line; thence S
00(0)00'00" W, 294 feet to the point of beginning, containing 3.9
acres, more or less
Equipment & Tools (list):
2 Haliburton wire lines
2 2" wash heads
1 5 1/2" rotating cement swivel
1 4 1/2" rotating cement swivel
2 Xxxxxx Xxxxxx 6,000 psi recorders
1 2" Haliburton Flow meter
1 Ball injector gun
Cement heads
2 4 1/2"
3 5 1/2"
1 7"
2 8 5/8"
1 10 3/4"
1 2 7/8"
2 60 gallon air compressors (1 @ Eureka shop; 1 @ Xxxxxx shop)
2 30 ton floor jacks
1 Xxxxxx wire feed welder
1 Oxygen Acetylene cutting torch
2 Toyota 4,000 lb fork lifts -- approximately '89 and '90 models
(1 @ Eureka and 1 @ Xxxxxx shop)
1 1,100 cubic foot regular cement silo
1 1,000 cubic foot pozmix silo
9
1 500 Bbl. Frac tank
1 16 foot car trailer (has title)
2 office desks
4 office chairs
3 file cabinets
1 Canon PC 940 copy machine
Each xxxxxxx pickup equipped with miscellaneous hand tools, sockets,
pipe wrenches, and other tools needed to complete their job duties
Vehicles (list year, make, model and VIN):
Acid Pump Truck
1996 FORD L9000 Twin Screw Acid Pump Truck, S/N-0XXXX00X0XXX00000, p/b
CUMMINS N-14 Diesel Engine, XXXXX XXXXXX 10-Speed Transmission, 225"
Wheelbase, Air Ride Suspension, PINION Triplex Plunger Pump, MISSION
4" x 5" Centrifugal Charging Pump p/b Hydraulic Motor, (2) 500-Gallon
Acid Tanks, Hard Lines w/Rack, HALLIBURTON Flow Meter, Operator's
Controls, 11R22.5 Tires, Xxxx Wheels, 400,564 Miles on Odometer (Unit
#19, KS Lic #PWP-355) (Reported by Owner to Have Been Built in 2002)
Cement Pump Trucks
1997 FORD Louisville Twin Screw Cement Pump Truck, S/N-0XXXX00X0XXX00000,
p/b CUMMINS N-14 Diesel Engine, XXXXX XXXXXX 10-Speed Transmission,
230" Wheelbase, PINION Triplex Plunger Pump, MISSION 4" x 5"
Centrifugal Charging Pump, XXXXXXX DENVER FXX 5" x 8" Duplex Pump, CAT
3208 Diesel Deck Engine w/Radiator, Gauges, HALLIBURTON Flow Meter,
2-Compartment Steel Mixing Tank, 12-Barrel Capacity Per Compartment,
Hoses, Hard Lines w/Rack, Swivel Joints, Operator's Controls, 11R22.5
Tires, Xxxx Wheels, 214,347 Miles on Odometer (Unit #21, KS Lic
#UBY-784) (Reported by Owner to Have Been Built in May, 2002)
1995 INTERNATIONAL 9200 Twin Screw Cement Pump Truck,
S/N-0XXXXXXX0XX000000, p/b CUMMINS M-11 Diesel Engine, ROCKWELL
9-Speed Transmission, 230" Wheelbase, PINION Triplex Plunger Pump,
MISSION 4" x 5" Centrifugal Charging Pump, XXXXXXX DENVER FXX 5" x 8"
Duplex Pump, CAT 3208 Diesel Deck Engine w/Radiator, Gauges,
HALLIBURTON Flow Meter, 2-Compartment Steel Mixing Tank, 12-Barrel
Capacity Per Compartment, Hoses, Hard Lines w/Rack, Swivel Joints,
Operator's Controls, 11R22.5 Tires, Xxxx Wheels, 629,535 Miles on
Odometer (Unit #25, KS Lic #PWP-360)
1989 FORD L9000 Twin Screw Cement Pump Truck, S/N-1FDYA90W9KVA424449, p/b
CUMMINS Big Cam-3 Diesel Engine, XXXXX XXXXXX 9-Speed Transmission,
248" Wheelbase, (2) 75-Gallon Fuel Tanks, PINION Triplex Plunger Pump,
MISSION 4" x 5" Centrifugal Charging Pump, XXXXXXX DENVER FXX 5" x 8"
Duplex Pump, CAT 3208 Diesel Deck Engine w/Radiator, Gauges,
HALLIBURTON Flow Meter, 2-Compartment Steel Mixing Tank, 12-Barrel
Capacity Per Compartment, Hoses, Hard Lines w/Rack, Swivel Joints,
Operator's Controls, 11R22.5 Tires, Xxxx Wheels, 530,000 Miles on
Odometer (Unit #12, KS Lic #PWP-357) (Reported by Owner to Have Been
Built in 2001)
10
Vacuum Trucks
1989 FORD L9000 Twin Screw Vacuum Truck, S/N-0XXXX00X0XXX00000, p/b CUMMINS
Big Cam-4 Diesel Engine, Manual Transmission, 248" Wheelbase, Double
Frame, 80-Barrel Fiberglass Lined Vacuum Tank (Reported to be New),
BOWIE 3" Gear Pump, MASSPORT 2" Vacuum Pump, Hydraulic System, 11R24.5
Tires, Xxxx Wheels, 584,000 Miles on Odometer (Unit #24, KS Lic
#UBY-764) (Reported by Owner to Have Been Built in 2001)
1991 INTERNATIONAL 0000 Xxxx Xxxxx Xxxxxx Xxxxx, X/X-0XXXXXXX0XX000000, p/b
CUMMINS L-10 Diesel Engine, 15-Speed Manual Transmission, 218"
Wheelbase, Air Ride Suspension, 80-Barrel Fiberglass Lined Vacuum
Tank, Hydraulic System (Reported New in 2002), CHALLENGER 360 Vacuum
Pump, 11R22.5 Tires, Xxxx Wheels, 661,000 Miles on Odometer (Unit #13,
KS Lic #PWP-358)
1991 INTERNATIONAL Twin Screw Vacuum Truck, S/N-0XXXXXXX0XX000000, p/b
INTERNATIONAL DT-466 Diesel Engine, 15-Speed Transmission, 210"
Wheelbase, Double Frame, 70-Barrel Fiberglass Lined Vacuum Tank
w/Hydraulic Lid, Hydraulic System, CHELSEA PTO, 3" Vacuum Pump,
11R22.5 Tires, Spoke Wheels, 104,000 Miles on Odometer (Unit #14, KS
Lic #PWP-362)
1991 PETERBILT Twin Screw Vacuum Truck, S/N-0XXXX00X0XX000000, p/b CUMMINS
Big Cam-3 Diesel Engine, 13-Speed Transmission, 234" Wheelbase, Air
Ride Suspension, 80-Barrel Fiberglass Lined Vacuum Tank, MASSPORT 2"
Vacuum Pump, 11R22.5 Tires, Xxxx Wheels, 1,021,000 Miles on Odometer
(Unit #20, KS Lic #UBY-274)
Bulk Cement Trucks
1998 FORD Twin Screw Xxxx Xxxxxx Xxxxx, X/X-0XXXX00X0XXX00000, p/b CUMMINS
N-14 Diesel Engine, XXXXX XXXXXX 10-Speed Transmission, 204"
Wheelbase, Double Frame, 8.5 CuYd Reconditioned Roller, Hydraulic
System, CHELSEA PTO, 315/80R22.5 Front & 11R22.5 Rear Tires, Xxxx
Wheels (Tires & Wheels Reported to be New), 150,616 Miles on Odometer,
New Paint (Unit #29, KS Lic #USE-554) (Reported by Owner to Have Been
Built March, 2004)
1994 FORD 0000 Xxxx Xxxxx Xxxx Xxxxxx Xxxxx, X/X-0XXXX00X0XXX00000, p/b
CUMMINS M-11 Diesel Engine, 9-Speed Transmission, 200" Wheelbase,
Double Frame, XXXXXXXXXXX Suspension, 250-CuFt Roller, Hydraulic
System (Reported to be New), CHELSEA PTO, 315/80R22.5 Front & 11R22.5
Rear Tires (New Tires), Xxxx Wheels, 810,000 Miles on Odometer (Unit
#22, KS Lic #UBY-629) (Reported by Owner to Have Been Built in 2003)
1990 FORD 0000 Xxxx Xxxxx Xxxx Xxxxxx Xxxxx, X/X-0XXXX00X0XXX00000, p/b CAT
3306 Diesel Engine, 8LL Transmission, 207" Wheelbase, Double Frame,
XXXXXXXXXXX Suspension, CHALLENGE 250-CuFt Roller, Hydraulic System,
385/65R22.5 Tires (New Tires), Xxxx Wheels, 359,000 Miles on Odometer
(Unit #16, KS Lic #PWP-368) (Reported by Owner to Have Been Built in
2001)
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1980 FORD 9000 Twin Screw Bulk Cement Truck, S/N-Y91WVHK1531, p/b CUMMINS
Diesel Engine, 15-Speed Transmission, 188" Wheelbase, Double Frame,
XXXXXXXXXXX Suspension, CHALLENGE 250-CuFt Roller, Hydraulic System,
385/65R22.5 Front & 11R22.5 Rear Tires, Spoke Wheels, 259,000 Miles on
Odometer (Unit #3, KS Lic #PWP-363)
1981 INTERNATIONAL Twin Screw Xxxx Xxxxxx Xxxxx, X/X-0XXXX0000XXX00000, p/b
CUMMINS Diesel Engine, XXXXX XXXXXX 10-Speed Transmission, 220"
Wheelbase, Double frame, XXXXXXXXXXX Suspension, (2) 200-CuFt
Pneumatic Cement Pods, 385/65R22.5 Front & 11R22.5 Rear Tires, Spoke
Wheels, Miles N/A (Unit #10, KS Lic #PWP-366)
Pickups
1992 CHEVROLET C2500 3/4-Ton Service Truck, S/N-0XXXX00X0X0000000, p/b GM
V-8 Gas Engine, Fiberglass Utility Bed, 192,000 Miles on Odometer
(Unit #18, KS Lic #PWP-367)
2004 DODGE 2500 3/4-Ton 4WD Quad Cab Pickup, S/N-0X0XX00X00X000000, p/b
CUMMINS Diesel Engine (Recently Purchased), Miles N/A (Unit #30, KS
Lic #USE-556)
2003 DODGE 2500 3/4-Ton 4WD Quad Cab Pickup, S/N-0X0XX000X0X000000, p/b
CUMMINS Diesel Engine, 5-Speed Transmission, 59,706 Miles N/A (Unit
#23, KS Lic #UBY-709)
2001 DODGE 2500 3/4-Ton 4WD Quad Cab Pickup, S/N-0X0XX000X0X000000, p/b
CUMMINS Diesel Engine, 5-Speed Transmission, 125,000 Miles on Odometer
(Unit #17, KS Lic #PWH-826)
2003 FORD F250 3/4-Ton 4WD Crew Cab Pickup, S/N-0XXXX00XX0XX00000, p/b
Power Stroke 6L Diesel Engine, Automatic Transmission, 156" Wheelbase,
20,250 Miles on Odometer (Unit #27, KS Lic #PWM-315)
1997 ACT Trailer, S/N 00XXX0000XXXX0000
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Inventory & Supplies (list):
CHEMICAL (CEMENTING)
-----------------------------------------
Flocele 66 sks 495.00
Caclz 47 sks 799.00
Metasilicate 10 sks 250.00
Gel 24 sks 108.00
Kol-Seal 160 sks 960.00
CFR2 9 sks 450.00
Cal-Seal 140 sks 700.00
Frac Sand 20 sks 100.00
Salt 7 sks 35.00
Regular Cement 1200 sks 5,280.00
Pozmix 255 sks 255.00
---------------
$9,432.00
---------------
ACID
-----------------------
Acid 4500 gallons 3000.00
Acid Chemicals 2000.00
---------------
$5,000.00
---------------
TOTAL $14,432.00
---------------
---------------
CENTRALIZERS CEMENT BASKETS TOP RUBBER PLUGS
------------ -------------- ----------------
4 1/2 40 480.00 4 1/2 9 450.00 2 3/8 4 40.00
5 1/2 14 170.00 5 1/2 6 300.00 2 7/8 7 70.00
8 5/8 7 140.00 8 5/8 2 150.00 3 1/2 4 40.00
9 5/8 2 40.00 10 3/4 1 100.0 4 1/2 27 400.00
10 3/4 3 60.00 5 1/2 24 400.00
7 6 150.00
8 5/8 1 30.00
-------- --------- --------
$ 890.00 $1,000.00 $1,130.00
WOODEN PLUGS LATCH DOWN PLUGS GUIDE SHOES WIRE CABLE SCRATCHERS
------------ ---------------- ----------- ---------------------
4 1/2 6 60.00 4 1/2 2 150.00 4 1/2 11 330.00 4 1/2 8 120.00
5 1/2 15 200.00 5 1/2 3 225.00 5 1/2 5 150.00
8 5/8 2 40.00 8 5/8 1 100.00
9 5/8 3 300.00
--------- --------- -------- ---------
$300.00 $375.00 $880.00 $120.00
FLOAT SHOES B/S FLOAT SHOES/FLAPPER VALVE INSERT VALVES AFU
--------------- ------------------------- -----------------
4 1/2 6 300.00 5 1/2 11 700.00 4 1/2 8 240.00
5 1/2 1 75.00 5 1/2 6 260.00
8 5/8 1 100.00
9 5/8 1 100.00
--------- --------- --------
$375.00 $700.00 $700.00
2 STAGE COLLARS TYPE "A" SHOES TYPE "B" SHOES FLOAT COLLAR
--------------- -------------- -------------- ------------
4 1/2 1 1,200.00 4 1/2 2 1,200.00 5 1/2 1 600.00 7" 1 100.00
5 1/2 1 1,200.00 5 1/2 1 700.00
--------- --------- -------- --------
$2,400.00 $1,900.00 $600.00 $100.00
13
EXHIBIT `B'
to the Agreement between
WYOMING OIL & MINERALS, INC. & BLUE STAR ACID SERVICE, INC.
and CONSOLIDATED OIL WELL SERVICES, INC.
~ Accounts Receivable ~
7:38 PM Blue Star Acid Service, Inc.
04/15/04 A/R Aging Summary
As of April 9, 2004
Current 1 - 30 31 - 60 61 - 90 > 90 TOTAL
------- ------ ------- ------- ---- ---------
Blake Production Co., Inc. 3,369.75 0.00 0.00 0.00 0.00 3,369.75
C & E OIL 9,991.81 0.00 0.00 0.00 0.00 9,991.81
Xxxxx Oil 1,872.53 0.00 0.00 0.00 0.00 1,872.53
Dart Cherokee Basin 4,013.05 968.66 0.00 0.00 0.00 4,981.71
Xxxxx Equities Operating, Inc. 13,482.51 0.00 0.00 0.00 0.00 13,482.51
Xxxx Xxxx Oil Company 0.00 581.99 0.00 0.00 0.00 581.99
Gen Dor Oil 4,760.52 0.00 0.00 0.00 0.00 4,760.52
Glacier Petroleum 2,455.99 0.00 0.00 0.00 0.00 2,455.99
Xxxx Oil Company -555.72 0.00 0.00 0.00 0.00 -555.72
Xxxxxxx Brothers, LLC 694.94 0.00 0.00 0.00 0.00 694.94
Xxxxxxxx Production & Operating Co. 0.00 56.21 52.58 56.21 3,912.48 4,077.48
Xxxxx Energy 21,735.09 0.00 0.00 0.00 0.00 21,735.09
Xxxxxx, Xxxxx D 1,238.40 0.00 0.00 0.00 0.00 1,238.40
Penn-Virginia Oil & Gas 49.42 0.00 3,295.30 0.00 0.00 3,344.72
Performance Petroleum Co. 15,947.94 0.00 0.00 0.00 0.00 15,947.94
Xxxxxxx Oil Ent. Inc. 3,630.14 0.00 0.00 0.00 0.00 3,630.14
R&W Energies 1,431.35 0.00 0.00 0.00 0.00 1,431.35
Range Oil Co., Inc. 12,175.09 0.00 0.00 0.00 0.00 12,175.09
Shawmar Oil & Gas, Inc. 6,374.02 0.00 0.00 0.00 0.00 6,374.02
Twin Valley Enterprises 3,138.99 0.00 0.00 0.00 0.00 3,138.99
---------- -------- -------- ----- -------- ----------
TOTAL 105,805.82 1,606.86 3,347.88 56.21 3,912.48 114,729.25
========== ======== ======== ===== ======== ==========
14
EXHIBIT `C'
to the Agreement between
WYOMING OIL & MINERALS, INC. & BLUE STAR ACID SERVICE, INC.
and CONSOLIDATED OIL WELL SERVICES, INC.
~ Trade Payables to be paid by BUYER ~
7:35 PM Blue Star Acid Service, Inc.
04/12/04 A/P Aging Summary
As of April 9, 2004
Current 1 - 30 31 - 60 61 - 90 > 90 TOTAL
------- ------- ------- ------- ---- ---------
GW Co Treasurer 3,584.63 0.00 0.00 0.00 0.00 3,584.63
Home Lumber 102.05 0.00 0.00 0.00 0.00 102.05
Mineral Solutions 575.00 0.00 0.00 0.00 0.00 575.00
Monarch Cement 11,366.72 0.00 0.00 0.00 0.00 11,366.72
NAPA 119.72 0.00 0.00 0.00 0.00 119.72
RM Trucking 1,136.83 0.00 0.00 0.00 0.00 1,136.83
Xxxx XxXxx 129.98 0.00 0.00 0.00 0.00 129.98
Texaco/Shell 133.57 0.00 0.00 0.00 0.00 133.57
Western Uniform 183.29 0.00 0.00 0.00 0.00 183.29
Xxxxxxx Co Coop 3,375.30 0.00 0.00 0.00 0.00 3,375.30
--------- ---- ---- ---- ---- ---------
TOTAL 20,707.09 0.00 0.00 0.00 0.00 20,707.09
========= ==== ==== ==== ==== =========
15
EXHIBIT `C-1'
to the Agreement between
WYOMING OIL & MINERALS, INC. & BLUE STAR ACID SERVICE, INC.
and CONSOLIDATED OIL WELL SERVICES, INC.
~ Blue Star Operating and Mortgage Loan Documents with Home Bank & Trust Co. ~
Blue Star Acid Services, Inc.
Current Loan Information With Home Bank & Trust Company
April 12, 2004
Principal Accrued
Loan # Balance Interest Per Diem
------ ------- -------- --------
4.0156426 $98,631.01 $747.94 $ 19.18
4.0121274 $25,382.03 $119.16 $ 4.58
16
EXHIBIT `D'
to the Agreement between
WYOMING OIL & MINERALS, INC. & BLUE STAR ACID SERVICE, INC.
and CONSOLIDATED OIL WELL SERVICES, INC.
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is entered into
effective as of April __, 2004, by and between Blue Star Acid Services, Inc., a
Kansas corporation ("Blue Star"), Wyoming Oil & Minerals, Inc., a Wyoming
corporation and the sole shareholder of Blue Star ("WYOM;" Blue Star and WYOM
are collectively referred to herein as "Seller") and Consolidated Oil Well
Services, Inc., a Kansas corporation ("Buyer").
1. Recitals. Seller and Buyer have entered into that certain Agreement
dated April __, 2004 (the "Purchase Agreement"), under which Blue Star has
agreed to sell to Buyer all of its Assets (as defined in the Purchase
Agreement). Unless otherwise defined herein, capitalized terms used herein shall
have the meanings given such terms in the Purchase Agreement. Blue Star owes
certain current (not over 30 days past invoice date) normal trade debt payables
("Trade Payables") that are listed on Exhibit C, which is attached to the
Purchase Agreement and incorporated herein by reference and made a part hereof.
Pursuant to the Purchase Agreement, Buyer has agreed to assume and pay or
otherwise satisfy Blue Star's Trade Payables listed on Exhibit C, as well as
those Trade Payables that have arisen in the ordinary course of business since
April 9, 2004. In addition, Blue Star is the debtor of an operating loan issued
by Home Bank & Trust Co. of Eureka, Kansas ("Lender") in the principle amount of
$98,631.01 and a mortgage loan in the principal amount of $25,382.03 ("Loans").
Such Loans are reflected in the Promissory Note and Loan Documents attached as
Exhibit C-1 to the Purchase Agreement and incorporated herein by reference and
made a part hereof. Pursuant to the Purchase Agreement, Buyer has agreed to
assume and pay or otherwise satisfy such Loans. Seller desires to assign the
Trade Payables and Loans to Buyer, and Buyer desires to accept such assignment
and assume the obligations thereunder from and after the effective date of this
Agreement upon the terms and conditions hereinafter set forth. In consideration
of these recitals, which are hereby incorporated herein and of the mutual
covenants herein after set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
2. Assignment By Seller. Seller assigns to Buyer any and all of Seller's
right, title, and interest in, to and under the Trade Payables and Loans.
3. Acceptance and Assumption. Buyer accepts the foregoing assignment and
agrees to assume and perform all promises, obligations, conditions and
agreements under the Trade Payables and Loans to be performed by Seller after
the date hereof. Specifically, Buyer agrees to satisfy the Trade Payables as
they mature and to pay the Loans in full immediately after the closing or to pay
them in accordance with their terms. Notwithstanding the foregoing, Buyer shall
not assume, or become liable to pay, perform or discharge any liability for any
Trade Payable or Loans (unless Buyer affirmatively elects otherwise in writing)
where Seller is in default prior to the date hereof. Buyer warrants that it has
received the consent of the Lender to assume the loans.
4. Right to Assign. Seller represents and warrants that: (i) Seller may
legally and validly assign the Trade Payables and Loans to Buyer without penalty
or default or otherwise violating or breaching any of Seller's rights or
obligations under the Trade Payables and Loans and (ii) Seller has not
previously assigned or pledged any of its rights or interests in the Trade
Payables and Loans.
5. Indemnification by Buyer. Buyer hereby agrees to indemnify, defend and
hold harmless Seller, and its directors, officers, affiliates, employees and
agents, from and against any and all claims, demands, liabilities, losses,
damages, costs and expenses (including without limitation reasonable attorneys'
fees) arising out of or relating to the breach by Buyer of any of the
obligations, terms and/or covenants of Buyer under or pursuant to the Trade
Payables and Loans or this Assignment, which obligations, terms and/or covenants
accrue on or subsequent to the date hereof.
17
6. Notices. Seller agrees that in the event it receives any notices or
demands under any of the Trade Payables and Loans, including, without
limitation, any notices of default or breach, it shall immediately deliver a
copy of any such notices to Buyer at the address set forth in the Purchase
Agreement, or at such other address as Buyer shall furnish to Seller from time
to time in accordance with the provisions of the Purchase Agreement.
7. Independent Covenants. Nothing contained in this Agreement shall be
deemed to diminish any of the obligations, agreements, covenants,
representations or warranties of Seller or Buyer contained in the Purchase
Agreement.
8. Miscellaneous.
a. Amendment. No change in or amendment to this Agreement shall be
valid unless set forth in writing and signed by both of the parties hereto.
b. Attorneys' Fees. If any party shall commence any action or
proceeding against the other that arises out of the provisions hereof or to
recover damages as the result of the alleged breach of any of the
provisions hereof, the prevailing party therein shall be entitled to
recover from the nonprevailing party all reasonable costs incurred in
connection therewith, including reasonable attorneys' fees.
c. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and all of which when affixed
together shall constitute but one and the same instrument. Signatures
exchanged by facsimile shall be deemed original signatures for all
purposes.
d. Further Assurances. Seller shall execute and deliver or cause to be
executed and delivered such further instruments of conveyance, assignment
and transfer and take such further action as Buyer may request in order to
more effectively sell, assign, convey, transfer, reduce to possession and
record title to any of the Trade Payables and Loans.
e. Governing Law. This Agreement shall be governed in all respects by
the laws of the state of Kansas.
f. Severability. In the event that any provision of this Agreement is
found by any court or other authority of competent jurisdiction to be
illegal or unenforceable, such provision will be severed or modified to the
extent necessary to make it enforceable, and as so severed or modified, the
remainder of this Agreement shall remain in full force and effect.
g. Successors and Assigns. This Agreement is binding upon and shall
inure to the benefit of the parties hereto and their respective successors
and assigns.
IN WITNESS WHEREOF, the parties have duly executed this Agreement effective
as of the day and year first above written.
BLUE STAR ACID SERVICES, INC., a Kansas corporation
By:_________________________
Name: ______________________
Its:_________________________
CONSOLIDATED OIL WELL SERVICES, INC., a Kansas corporation
By:_________________________
Name: ______________________
Its:_________________________
WYOMING OIL & MINERALS, INC., a Wyoming Corporation and sole shareholder
of Blue Star Acid Services, Inc.
By:_________________________
Name: ______________________
Its:_________________________
18
EXHIBIT `E'
to the Agreement between
WYOMING OIL & MINERALS, INC. & BLUE STAR ACID SERVICE, INC.
and CONSOLIDATED OIL WELL SERVICES, INC.
~ Blue Star Debts and Liabilities Not Assumed by Buyer ~
NOTE PAYABLE
------------
Approx.
Xxxx 00 $30,898.02
Xxxx 00 $30,898.02
YEAR MAKE MODEL VEHICLE ID NUMBER
---- ---- ----- -----------------
2004 Lexus GX 470 XXXXX00X000000000
2004 Lexus GX 470 XXXXX00X000000000
EXHIBIT `F'
to the Agreement between
WYOMING OIL & MINERALS, INC. & BLUE STAR ACID SERVICE, INC.
and CONSOLIDATED OIL WELL SERVICES, INC.
~ Pending Lawsuits or Pending or Known Potential Claims Regarding BLUE STAR,
the Property or Accounts Receivable ~
NONE
20
- Corporation Warranty Deed -
THIS DEED made this 19th day of April, 2004, between BLUE STAR ACID SERVICE,
INC. (GRANTOR) and CONSOLIDATED OIL WELL SERVICES, INC. (GRANTEE).
FOR ONE DOLLAR AND OTHER GOOD AND VALUABLE CONSIDERATION, the receipt of which
is acknowledged, GRANTOR grants, bargains, sells, warrants and conveys to
GRANTEE the following described real estate:
A tract lying in the Northwest Quarter (NW/4) of Section 00, Xxxxxxxx
00 Xxxxx, Xxxxx 18 East, Neosho County, Kansas, described as:
Commencing at the SE/c NW/4, thence N 00(0)00'00" E, (an assumed
bearing), 597 feet along the quarter section line to the true point of
beginning, thence N 89(0)58'25" W, parallel with the South line of said
NW/4, 577.5 feet (35 rods); thence N 00(0)00'00" E, 294 feet, thence S
89(0)58'25" E, 577.5 feet to the quarter section line; thence S
00(0)00'00" W, 294 feet to the point of beginning, containing 3.9
acres, more or less
TO HAVE AND TO HOLD THE SAME, together with all and singular the tenements,
hereditaments and appurtenances thereunto belonging or in anywise appertaining,
forever.
And GRANTOR does hereby covenant, promise and agree that at the delivery of this
deed GRANTOR is lawfully seized in an absolute and indefeasible estate of
inheritance, in fee simple, of and in the above described real estate, free,
clear, discharged and unincumbered of and from all former and other grants,
titles, estates, charges, judgments, taxes, assessments and incumbrances of
whatever kind or nature except those of record, including taxes for the year
2004 and thereafter; and that the GRANTOR will forever warrant and defend the
same against all and every person lawfully claiming or to claim the same by,
through or under Grantor.
IN WITNESS WHEREOF, Grantor has caused this deed to be executed by its officer
authorized to do so, on the day and year set forth above.
Blue Star Acid Service, Inc.
/s/ Xxxxxxx X. XxXxx
---------------------------------
Xxxxxxx X. XxXxx
President
STATE OF KANSAS, COUNTY OF NEOSHOW, ss:
BE IT REMEMBERED that on this 19th day of April 2004, before me,
the undersigned, a notary public in and for the County and State aforesaid, came
Xxxxxxx X. XxXxx, president of Blue Star Acid Service, Inc., a
corporation duly organized, incorporated and existing under and by virtue of the
laws of the State of Kansas, who is personally known to me to be such officer
and the same person who executed the within instrument of writing on behalf of
said corporation, and such person duly acknowledged the execution of the same to
be the act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal, the
day and year last above written.
/s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Notary Public
My term expires:
7/1/04
21
- Xxxx of Sale and Assignment -
FOR ONE DOLLAR AND OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which is acknowledged, BLUE STAR ACID SERVICE, INC. does hereby
sell, assign, transfer and convey to CONSOLIDATED OIL WELL SERVICES, INC. all
BLUE STAR assets, operations, real estate, personal property, machinery and
tools, vehicles, equipment, inventory and supplies, accounts, accounts and notes
receivable, all leases, contract rights, licenses, permits, customer lists and
rights of any kind and nature, including the names and marks of BLUE STAR,
telephone numbers and listings, and goodwill, including the following:
Equipment & Tools (list):
2 Haliburton wire lines
2 2" wash heads
1 5 1/2" rotating cement swivel
1 4 1/2" rotating cement swivel
2 Xxxxxx Xxxxxx 6,000 psi recorders
1 2" Haliburton Flow meter
1 Ball injector gun
Cement heads
2 4 1/2"
3 5 1/2"
1 7"
2 8 5/8"
1 10 3/4"
1 2 7/8"
2 60 gallon air compressors (1 @ Eureka shop; 1 @ Xxxxxx shop)
2 30 ton floor jacks
1 Xxxxxx wire feed welder
1 Oxygen Acetylene cutting torch
2 Toyota 4,000 lb fork lifts -- approximately '89 and '90 models
(1 @ Eureka and 1 @ Xxxxxx shop)
1 1,100 cubic foot regular cement silo
1 1,000 cubic foot pozmix silo
1 500 Bbl. Frac tank
1 16 foot car trailer (has title)
2 office desks
4 office chairs
3 file cabinets
22
1 Canon PC 940 copy machine
Each xxxxxxx pickup equipped with miscellaneous hand tools, sockets,
pipe wrenches, and other tools needed to complete their job
duties
Vehicles (list year, make, model and VIN):
Acid Pump Truck
1996 FORD L9000 Twin Screw Acid Pump Truck, S/N-0XXXX00X0XXX00000, p/b
CUMMINS N-14 Diesel Engine, EATON XXXXXX 10-Speed Transmission, 225"
Wheelbase, Air Ride Suspension, PINION Triplex Plunger Pump, MISSION
4" x 5" Centrifugal Charging Pump p/b Hydraulic Motor, (2) 500-Gallon
Acid Tanks, Hard Lines w/Rack, HALLIBURTON Flow Meter, Operator's
Controls, 11R22.5 Tires, Xxxx Wheels, 400,564 Miles on Odometer (Unit
#19, KS Lic #PWP-355) (Reported by Owner to Have Been Built in 2002)
Cement Pump Trucks
1997 FORD Louisville Twin Screw Cement Pump Truck, S/N-0XXXX00X0XXX00000,
p/b CUMMINS N-14 Diesel Engine, EATON XXXXXX 10-Speed Transmission,
230" Wheelbase, PINION Triplex Plunger Pump, MISSION 4" x 5"
Centrifugal Charging Pump, XXXXXXX DENVER FXX 5" x 8" Duplex Pump, CAT
3208 Diesel Deck Engine w/Radiator, Gauges, HALLIBURTON Flow Meter,
2-Compartment Steel Mixing Tank, 12-Barrel Capacity Per Compartment,
Hoses, Hard Lines w/Rack, Swivel Joints, Operator's Controls, 11R22.5
Tires, Xxxx Wheels, 214,347 Miles on Odometer (Unit #21, KS Lic
#UBY-784) (Reported by Owner to Have Been Built in May, 2002)
1995 INTERNATIONAL 9200 Twin Screw Cement Pump Truck,
S/N-0XXXXXXX0XX000000, p/b CUMMINS M-11 Diesel Engine, ROCKWELL
9-Speed Transmission, 230" Wheelbase, PINION Triplex Plunger Pump,
MISSION 4" x 5" Centrifugal Charging Pump, XXXXXXX DENVER FXX 5" x 8"
Duplex Pump, CAT 3208 Diesel Deck Engine w/Radiator, Gauges,
HALLIBURTON Flow Meter, 2-Compartment Steel Mixing Tank, 12-Barrel
Capacity Per Compartment, Hoses, Hard Lines w/Rack, Swivel Joints,
Operator's Controls, 11R22.5 Tires, Xxxx Wheels, 629,535 Miles on
Odometer (Unit #25, KS Lic #PWP-360)
1989 FORD L9000 Twin Screw Cement Pump Truck, S/N-1FDYA90W9KVA424449, p/b
CUMMINS Big Cam-3 Diesel Engine, EATON XXXXXX 9-Speed Transmission,
248" Wheelbase, (2) 75-Gallon Fuel Tanks, PINION Triplex Plunger Pump,
MISSION 4" x 5" Centrifugal Charging Pump, XXXXXXX DENVER FXX 5" x 8"
Duplex Pump, CAT 3208 Diesel Deck Engine w/Radiator, Gauges,
HALLIBURTON Flow Meter, 2-Compartment Steel Mixing Tank, 12-Barrel
Capacity Per Compartment, Hoses, Hard Lines w/Rack, Swivel Joints,
Operator's Controls, 11R22.5 Tires, Xxxx Wheels, 530,000 Miles on
Odometer (Unit #12, KS Lic #PWP-357) (Reported by Owner to Have Been
Built in 2001)
23
Vacuum Trucks
1989 FORD L9000 Twin Screw Vacuum Truck, S/N-0XXXX00X0XXX00000, p/b CUMMINS
Big Cam-4 Diesel Engine, Manual Transmission, 248" Wheelbase, Double
Frame, 80-Barrel Fiberglass Lined Vacuum Tank (Reported to be New),
BOWIE 3" Gear Pump, MASSPORT 2" Vacuum Pump, Hydraulic System, 11R24.5
Tires, Xxxx Wheels, 584,000 Miles on Odometer (Unit #24, KS Lic
#UBY-764) (Reported by Owner to Have Been Built in 2001)
1991 INTERNATIONAL 0000 Xxxx Xxxxx Xxxxxx Xxxxx, X/X-0XXXXXXX0XX000000, p/b
CUMMINS L-10 Diesel Engine, 15-Speed Manual Transmission, 218"
Wheelbase, Air Ride Suspension, 80-Barrel Fiberglass Lined Vacuum
Tank, Hydraulic System (Reported New in 2002), CHALLENGER 360 Vacuum
Pump, 11R22.5 Tires, Xxxx Wheels, 661,000 Miles on Odometer (Unit #13,
KS Lic #PWP-358)
1991 INTERNATIONAL Twin Screw Vacuum Truck, S/N-0XXXXXXX0XX000000, p/b
INTERNATIONAL DT-466 Diesel Engine, 15-Speed Transmission, 210"
Wheelbase, Double Frame, 70-Barrel Fiberglass Lined Vacuum Tank
w/Hydraulic Lid, Hydraulic System, CHELSEA PTO, 3" Vacuum Pump,
11R22.5 Tires, Spoke Wheels, 104,000 Miles on Odometer (Unit #14, KS
Lic #PWP-362)
1991 PETERBILT Twin Screw Vacuum Truck, S/N-0XXXX00X0XX000000, p/b CUMMINS
Big Cam-3 Diesel Engine, 13-Speed Transmission, 234" Wheelbase, Air
Ride Suspension, 80-Barrel Fiberglass Lined Vacuum Tank, MASSPORT 2"
Vacuum Pump, 11R22.5 Tires, Xxxx Wheels, 1,021,000 Miles on Odometer
(Unit #20, KS Lic #UBY-274)
Bulk Cement Trucks
1998 FORD Twin Screw Xxxx Xxxxxx Xxxxx, X/X-0XXXX00X0XXX00000, p/b CUMMINS
N-14 Diesel Engine, EATON XXXXXX 10-Speed Transmission, 204"
Wheelbase, Double Frame, 8.5 CuYd Reconditioned Roller, Hydraulic
System, CHELSEA PTO, 315/80R22.5 Front & 11R22.5 Rear Tires, Xxxx
Wheels (Tires & Wheels Reported to be New), 150,616 Miles on Odometer,
New Paint (Unit #29, KS Lic #USE-554) (Reported by Owner to Have Been
Built March, 2004)
1994 FORD 0000 Xxxx Xxxxx Xxxx Xxxxxx Xxxxx, X/X-0XXXX00X0XXX00000, p/b
CUMMINS M-11 Diesel Engine, 9-Speed Transmission, 200" Wheelbase,
Double Frame, XXXXXXXXXXX Suspension, 250-CuFt Roller, Hydraulic
System (Reported to be New), CHELSEA PTO, 315/80R22.5 Front & 11R22.5
Rear Tires (New Tires), Xxxx Wheels, 810,000 Miles on Odometer (Unit
#22, KS Lic #UBY-629) (Reported by Owner to Have Been Built in 2003)
24
1990 FORD 0000 Xxxx Xxxxx Xxxx Xxxxxx Xxxxx, X/X-0XXXX00X0XXX00000, p/b CAT
3306 Diesel Engine, 8LL Transmission, 207" Wheelbase, Double Frame,
XXXXXXXXXXX Suspension, CHALLENGE 250-CuFt Roller, Hydraulic System,
385/65R22.5 Tires (New Tires), Xxxx Wheels, 359,000 Miles on Odometer
(Unit #16, KS Lic #PWP-368) (Reported by Owner to Have Been Built in
2001)
1980 FORD 9000 Twin Screw Bulk Cement Truck, S/N-Y91WVHK1531, p/b CUMMINS
Diesel Engine, 15-Speed Transmission, 188" Wheelbase, Double Frame,
XXXXXXXXXXX Suspension, CHALLENGE 250-CuFt Roller, Hydraulic System,
385/65R22.5 Front & 11R22.5 Rear Tires, Spoke Wheels, 259,000 Miles on
Odometer (Unit #3, KS Lic #PWP-363)
1981 INTERNATIONAL Twin Screw Xxxx Xxxxxx Xxxxx, X/X-0XXXX0000XXX00000, p/b
CUMMINS Diesel Engine, EATON XXXXXX 10-Speed Transmission, 220"
Wheelbase, Double frame, XXXXXXXXXXX Suspension, (2) 200-CuFt
Pneumatic Cement Pods, 385/65R22.5 Front & 11R22.5 Rear Tires, Spoke
Wheels, Miles N/A (Unit #10, KS Lic #PWP-366)
Pickups
1992 CHEVROLET C2500 3/4-Ton Service Truck, S/N-0XXXX00X0X0000000, p/b GM
V-8 Gas Engine, Fiberglass Utility Bed, 192,000 Miles on Odometer
(Unit #18, KS Lic #PWP-367)
2004 DODGE 2500 3/4-Ton 4WD Quad Cab Pickup, S/N-0X0XX00X00X000000, p/b
CUMMINS Diesel Engine (Recently Purchased), Miles N/A (Unit #30, KS
Lic #USE-556)
2003 DODGE 2500 3/4-Ton 4WD Quad Cab Pickup, S/N-0X0XX000X0X000000, p/b
CUMMINS Diesel Engine, 5-Speed Transmission, 59,706 Miles N/A (Unit
#23, KS Lic #UBY-709)
2001 DODGE 2500 3/4-Ton 4WD Quad Cab Pickup, S/N-0X0XX000X0X000000, p/b
CUMMINS Diesel Engine, 5-Speed Transmission, 125,000 Miles on Odometer
(Unit #17, KS Lic #PWH-826)
2003 FORD F250 3/4-Ton 4WD Crew Cab Pickup, S/N-0XXXX00XX0XX00000, p/b
Power Stroke 6L Diesel Engine, Automatic Transmission, 156" Wheelbase,
20,250 Miles on Odometer (Unit #27, KS Lic #PWM-315)
1997 ACT Trailer, S/N 00XXX0000XXXX0000
Inventory & Supplies (list):
25
CHEMICAL (CEMENTING)
-------------------------------------------
Flocele 66 sks 495.00
Caclz 47 sks 799.00
Metasilicate 10 sks 250.00
Gel 24 sks 108.00
Kol-Seal 160 sks 960.00
CFR2 9 sks 450.00
Cal-Seal 140 sks 700.00
Frac Sand 20 sks 100.00
Salt 7 sks 35.00
Regular Cement 1200 sks 5,280.00
Pozmix 255 sks 255.00
---------------
$9,432.00
---------------
ACID
--------------------------
Acid 4500 gallons 3000.00
Acid Chemicals 2000.00
---------------
$5,000.00
---------------
TOTAL $14,432.00
---------------
---------------
CENTRALIZERS CEMENT BASKETS TOP RUBBER PLUGS
------------ -------------- ----------------
4 1/2 40 480.00 4 1/2 9 450.00 2 3/8 4 40.00
5 1/2 14 170.00 5 1/2 6 300.00 2 7/8 7 70.00
8 5/8 7 140.00 8 5/8 2 150.00 3 1/2 4 40.00
9 5/8 2 40.00 10 3/4 1 100.0 4 1/2 27 400.00
10 3/4 3 60.00 5 1/2 24 400.00
7 6 150.00
8 5/8 1 30.00
-------- --------- --------
$ 890.00 $1,000.00 $1,130.00
WOODEN PLUGS LATCH DOWN PLUGS GUIDE SHOES WIRE CABLE SCRATCHERS
------------ ---------------- ----------- ---------------------
4 1/2 6 60.00 4 1/2 2 150.00 4 1/2 11 330.00 4 1/2 8 120.00
5 1/2 15 200.00 5 1/2 3 225.00 5 1/2 5 150.00
8 5/8 2 40.00 8 5/8 1 100.00
9 5/8 3 300.00
--------- --------- -------- ---------
$300.00 $375.00 $880.00 $120.00
FLOAT SHOES B/S FLOAT SHOES/FLAPPER VALVE INSERT VALVES AFU
--------------- ------------------------- -----------------
4 1/2 6 300.00 5 1/2 11 700.00 4 1/2 8 240.00
5 1/2 1 75.00 5 1/2 6 260.00
8 5/8 1 100.00
9 5/8 1 100.00
--------- --------- --------
$375.00 $700.00 $700.00
2 STAGE COLLARS TYPE "A" SHOES TYPE "B" SHOES FLOAT COLLAR
--------------- -------------- -------------- ------------
4 1/2 1 1,200.00 4 1/2 2 1,200.00 5 1/2 1 600.00 7" 1 100.00
5 1/2 1 1,200.00 5 1/2 1 700.00
--------- --------- -------- --------
$2,400.00 $1,900.00 $600.00 $100.00
26
DATED this 19th day of April, 2004.
Blue Star Acid Service, Inc.
/s/ Xxxxxxx X. XxXxx
---------------------------------
President
27
