BILL OF SALE, TRANSFER AND ASSIGNMENT
STATES OF NEW MEXICO AND TEXAS )
) ss.
COUNTIES OF EDDY AND BEE )
IN RETURN FOR valuable consideration paid and received, CJS PINNACLE
PETROLEUM SERVICES, LLC, a Texas Limited Liability Company (the "Assignor"),
whose address is c/x Xxxxxx Resources, Inc., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, XX 00000, hereby TRANSFERS, ASSIGNS and CONVEYS, without warranty of title
of any kind or type, either express or implied, to BASIC ENERGY SERVICES, INC.,
a Delaware Corporation (the "Assignee"), whose address is 000 Xxxxx Xxx Xxxxxx,
Xxxxxxx, XX 00000, all of the Assignor's right, title and interest in and to the
following-described assets and personal property:
All oil and gas workover, completion, plugging,
abandonment and well servicing rigs, machinery, tools,
equipment, vehicles, inventory, parts, supplies and
any and all personal property related thereto, as well
as all contracts, agreements, contract rights and work
in process related thereto, currently owned by and
used in the business of the Assignor and more
particularly described in EXHIBIT "A" attached hereto
and incorporated herein for all purposes by this
specific reference (collectively the "Assets");
together with all other miscellaneous personal property associated, used or
obtained in connection therewith and all rights, responsibilities, authority,
obligations, liabilities and duties attached thereto or associated therewith.
This BILL OF SALE, TRANSFER AND ASSIGNMENT covers and includes all of
the Assignor's right, title and interest in and to the personal property and
assets described above regardless of the quantum, accuracy or correctness of the
descriptions or references to such property that are contained or set forth
herein.
To its best knowledge, information and belief, the Assignor has
obtained all authorizations which are required in connection with the conduct of
its business under regulations relating to pollution or protection of the
environment, including regulations relating to emissions, discharges, releases
or threatened releases of pollutants, contaminants, chemicals, petroleum
products, gases or industrial, toxic or hazardous substances or wastes into the
environment (including without limitation ambient air, surface water,
groundwater or land), or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemicals, petroleum products, gases or industrial,
toxic or hazardous substances or wastes (collectively, "Hazardous Materials").
To its best knowledge, information and belief, the Assignor is unaware of any
hazardous substance, hazardous material or toxic substance, as those terms are
more particularly defined below, that may exist on or with respect to the
Assets. The Assignee acknowledges and agrees that it has inspected the Assets
and is
accepting the same in their present state and condition "as is", "where is" and
"with all faults". The Assignee agrees to and shall indemnify and hold the
Assignor harmless from and against any and all liability including all
foreseeable and enforceable consequential damages, directly or indirectly
arising out of the use, generation, storage or disposal of Hazardous Materials
on or with respect to the Assets from and after the date of execution hereof,
including, without limitation, the cost of any required and necessary repair,
response cost, clean-up or detoxification costs, and preparation of any closure
or other required plans to the full extent that such action is attributable
directly or indirectly to the presence or use, generation, storage, release,
threatened release or disposal of Hazardous Materials on the Assets from and
after the date of execution hereof. The Assignor agrees to and shall indemnify
and hold the Assignee harmless from and against any and all liability including
all foreseeable and enforceable consequential damages, directly or indirectly
arising out of the use, generation, storage or disposal of Hazardous Materials
on or with respect to the Assets prior to the date of execution hereof,
including, without limitation, the cost of any required and necessary repair,
response cost, clean-up or detoxification costs, and preparation of any closure
or other required plans to the full extent that such action is attributable
directly or indirectly to the presence or use, generation, storage, release,
threatened release or disposal of Hazardous Materials on the Assets prior to the
date of execution hereof. The term Hazardous Materials as used above, shall
include, but not be limited to: flammable explosives, asbestos, radioactive
materials, hazardous wastes, toxic substances and related injurious materials,
whether injurious by themselves alone or in combination with other materials.
Hazardous Materials shall also include, but not be limited to substances defined
as "Hazardous Substances", "Hazardous Material" or "Toxic Substances" in the:
(1) Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA"), 42 U.S.C. Section 9601, et seq.; (2) Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; (3) Resource
Conservation Recovery Act ("RCRA"), 42 U.S.C. Section 6901, et seq.; (4) any
applicable New Mexico or Texas statutes; and (5) any rules or regulations
adopted and publications promulgated pursuant to the above described federal and
state laws, as well as any other laws associated therewith or related thereto.
Such indemnification shall cover and include, but not be limited to any state or
federal investigation, proceeding, administrative action or lawsuit now existing
or that may hereafter arise in the future with respect to any or all business
activities conducted on or with respect to the Assets.
The Assets that are being transferred by the Assignor to the Assignee
are being transferred without recourse, covenant or warranty of any kind,
express, implied or statutory, unless otherwise provided for herein. To the
extent required to be operative, the disclaimers of certain warranties as to the
personal property and improvements are deemed to be "CONSPICUOUS" disclaimers
for the purpose of any applicable law, rule, regulation or order. As to the
Assets and any and all related personal property and improvements, the Assignor
is making no representation or warranty whatsoever, express or implied, beyond
those expressly given herein, and the Assignee agrees that it is acquiring the
Assets, including all related personal property and improvements, "as is",
"where is" and "with all faults". WITHOUT LIMITING THE GENERALITY OF THE
IMMEDIATELY FOREGOING, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF
THE ASSIGNOR HEREIN, THE ASSIGNOR HEREBY: (A) EXPRESSLY DISCLAIMS AND NEGATES
ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW,
-2-
BY STATUTE OR OTHERWISE, RELATING TO THE CONDITION OF THE ASSETS OR THE
ABOVE-DESCRIBED PROPERTY, AND THE ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND
NEGATES ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS; AND (B)
NEGATES ANY RIGHTS OF THE ASSIGNEE UNDER ANY STATUTES OR ANY CLAIMS BY THE
ASSIGNEE FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN AND WHETHER
RESULTING FROM ANY CAUSE; IT BEING THE INTENTION OF THE ASSIGNOR AND ASSIGNEE
THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR
HEREIN, THE ASSETS AND THE ABOVE-DESCRIBED PROPERTY ARE BEING ACCEPTED BY THE
ASSIGNEE IN THEIR PRESENT CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE
ABOVE, THE ASSIGNEE HEREBY SPECIFICALLY WAIVES ANY AND ALL RIGHTS TO RECOVER
FROM THE ASSIGNOR AND FOREVER RELEASES AND DISCHARGES THE ASSIGNOR FROM ANY AND
ALL DAMAGES, CLAIMS, LOSSES, LIABILITIES, PENALTIES, FINES, LIENS, JUDGEMENTS,
COSTS OR EXPENSES WHATSOEVER, INCLUDING ATTORNEYS FEES AND ASSOCIATED COSTS,
WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN AND WHETHER
RESULTING FROM ANY CAUSE THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED
WITH THE PHYSICAL CONDITION OF THE ASSETS OR THE ABOVE-DESCRIBED PROPERTY, OR
ANY LAW OR REGULATION APPLICABLE THERETO, SAVE AND EXCEPT TO THE EXTENT
CONSTITUTING OR ARISING FROM A BREACH OF THE ASSIGNOR'S REPRESENTATIONS AND
WARRANTIES HEREIN.
This BILL OF SALE, TRANSFER AND ASSIGNMENT is subject to that certain
Asset Purchase Agreement dated December 31, 2001, between the Assignor, as the
Seller, and the Assignee, as the Buyer; the terms, conditions and provisions of
which are incorporated herein for all purposes by this specific reference.
By its acceptance, receipt and execution hereof, the Assignee agrees
to and shall assume responsibility for, perform and discharge all monetary and
other obligations associated with, encumbering or burdening the Assets.
DATED and EXECUTED this 14th day of February, 2002; however, the same
shall be EFFECTIVE on and as of December 31, 2001.
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Assignor:
---------
CJS PINNACLE PETROLEUM SERVICES,
LLC, a Texas Limited
Liability Company
By:/s/ Xxx X. Xxxxxxx, Xx.
---------------------------------
XXX X. XXXXXXX, XX., President
of PEDECO, INC., a Texas
Corporation, the Managing Member
ACCEPTED, AGREED TO and EXECUTED
this 14th day of February, 2002; however
to be EFFECTIVE on and as of December 31, 2001.
Assignee:
---------
BASIC ENERGY SERVICES, INC., a
Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
XXXXXXX X. XXXXXXX, President and
Chief Executive Officer
STATE OF NEW MEXICO )
) ss.
COUNTY OF BERNALILLO )
This instrument was acknowledged before me on February 14, 2002 by
XXX X. XXXXXXX, XX., President of PEDECO, INC., Managing Member of CJS PINNACLE
PETROLEUM SERVICES, LLC, a Texas limited liability company.
My Commission Expires: /s/ Xxxxx X. Xxxxxxx
------------------------------------
January 2, 2006 Notary Public
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-4-
STATE OF TEXAS )
) ss.
COUNTY OF MIDLAND )
This instrument was acknowledged before me on February 14, 2002 by
XXXXXXX X. XXXXXXX, President and Chief Executive Office of BASIC ENERGY
SERVICES, INC., a Delaware Corporation.
My Commission Expires: /s/ Xxxxx Xxxx Xxxxxx
------------------------------------
February 7, 2004 Notary Public
----------------------
