STOCK PURCHASE AGREEMENT
AMONG
KEY ENERGY GROUP, INC.,
REO XXXXXXXX, XXXXX XXXXXXXX, XX.
AND
XXXXX XXXXXXXX, III.
Dated as of October 24, 1996
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of
October 24, 1996 by and among Key Energy Group, Inc., a Maryland corporation
("Key"), Reo Xxxxxxxx ("Reo"), Xxxxx Xxxxxxxx, Xx. ("Xxxxx Xx.") and Xxxxx
Xxxxxxxx, III ("Xxxxx III"). Reo, Xxxxx Xx. and Xxxxx III are sometimes referred
to herein individually as a "Shareholder" and collectively as the
"Shareholders."
WITNESSETH :
WHEREAS, the Shareholders own 100,000 shares (the "Xxxxxxxx Shares") of
common stock, par value $1.00 per share ("Xxxxxxxx Common Stock"), of Xxxxxxxx
Well Service, Inc., a Texas corporation ("Xxxxxxxx"), which constitutes all of
the issued and outstanding shares of capital stock of Xxxxxxxx; and
WHEREAS, the Shareholders own 1,000 shares (the "Integrity Shares") of
common stock, no par value ("Integrity Common Stock"), of Integrity Fishing and
Rental Tools, Inc., a Texas corporation ("Integrity"), which constitutes all of
the issued and outstanding shares of capital stock of Integrity; and
WHEREAS, the Shareholders desire to sell to Key and Key desires to
purchase from the Shareholders all of the issued and outstanding capital stock
of Xxxxxxxx and Integrity.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and agreements herein contained, the parties hereto hereby
agree as follows:
ARTICLE 1
PURCHASE AND SALE
1.1. Purchase and Sale of Xxxxxxxx Shares and Integrity Shares. Subject
to the terms and conditions of this Agreement, on the date hereof, the
Shareholders agree to sell and convey to Key, free and clear of all Encumbrances
(as defined in Section 2.1.9.1 hereof), and Key agrees to purchase and accept
from the Shareholders, all of the Xxxxxxxx Shares and all of the Integrity
Shares. In consideration of the sale of the Xxxxxxxx Shares, Key shall pay to
the Shareholders an aggregate of $6,908,106, and in consideration of the sale of
the Integrity Shares, Key shall pay to the Shareholders an aggregate of $91,894,
for a total purchase price of $7,000,000, payable as follows: (i) $6,500,000 to
be paid to the Shareholders by means of a wire transfer of immediately available
funds to the account(s) designated in writing by the Shareholders and (ii)
61,069 shares (the "Key Shares") of common stock, par value $.10 per share, of
Key ("Key Common Stock") to be issued to the Shareholders in accordance with
Section 4.2 hereof.
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1.2. Delivery of Xxxxxxxx and Integrity Certificates. The Shareholders
have delivered to Key (and Key acknowledges receipt of) duly and validly issued
certificate(s) representing all of the Xxxxxxxx Shares and all of the Integrity
Shares, each such certificate having been duly endorsed in blank and in good
form for transfer or accompanied by stock powers duly executed in blank,
sufficient and in good form to properly transfer such shares to Key.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
OF THE SHAREHOLDERS
2.1. Representations and Warranties of the Shareholder.
Each of the Shareholders jointly and severally represents and warrants to Key
as follows:
2.1.1. Organization and Standing. Each of Xxxxxxxx and
Integrity is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas, has full requisite
corporate power and authority to carry on its business as it is
currently conducted, and to own and operate the properties currently
owned and operated by it, and is duly qualified or licensed to do
business and is in good standing as a foreign corporation authorized to
do business in all jurisdictions in which the character of the
properties owned or the nature of the business conducted by it would
make such qualification or licensing necessary, except where the
failure to be so qualified or licensed would not have a material
adverse effect on its financial condition, properties or business.
2.1.2. Agreement Authorized and its Effect on Other
Obligations. Each of the Shareholders is a resident of Texas, above the
age of 18 years, and has the legal capacity and requisite power and
authority to enter into, and perform his obligations under this
Agreement. This Agreement is a valid and binding obligation of each of
the Shareholders enforceable against each of the Shareholders (subject
to normal equitable principles) in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, debtor relief or similar laws affecting the rights of
creditors generally. The execution, delivery and performance of this
Agreement by the Shareholders will not conflict with or result in a
violation or breach of any term or provision of, nor constitute a
default under (i) the Articles of Incorporation or Bylaws of either
Xxxxxxxx or Integrity or (ii) any obligation, indenture, mortgage, deed
of trust, lease, contract or other agreement to which Xxxxxxxx,
Integrity or any of the Shareholders is a party or by which Xxxxxxxx,
Integrity or any of the Shareholders or their respective properties are
bound.
2.1.3. Capitalization of Xxxxxxxx. The authorized capitalization of
Xxxxxxxx consists of 100,000 shares of Xxxxxxxx Common Stock, of which, as of
the date hereof, 100,000 shares were issued and outstanding and held
beneficially and of record by the Shareholders (the "Xxxxxxxx Shares"). On the
date hereof, Xxxxxxxx does not have any A:\91637V4.W61 2
outstanding options, warrants, calls or commitments of any character
relating to any of its authorized but unissued shares of capital stock.
All issued and outstanding shares of Xxxxxxxx Common Stock are validly
issued, fully paid and non-assessable and are not subject to preemptive
rights. None of the outstanding shares of Xxxxxxxx Common Stock is
subject to any voting trusts, voting agreement or other agreement or
understanding with respect to the voting thereof, nor is any proxy in
existence with respect thereto.
2.1.4. Capitalization of Integrity. The authorized
capitalization of Integrity consists of 1,000 shares of Integrity
Common Stock, of which, as of the date hereof, 1,000 shares were issued
and outstanding and held beneficially and of record by the Shareholders
(the "Integrity Shares"). On the date hereof, Integrity does not have
any outstanding options, warrants, calls or commitments of any
character relating to any of its authorized but unissued shares of
capital stock. All issued and outstanding shares of Integrity Common
Stock are validly issued, fully paid and non-assessable and are not
subject to preemptive rights. None of the outstanding shares of
Integrity Common Stock is subject to any voting trusts, voting
agreement or other agreement or understanding with respect to the
voting thereof, nor is any proxy in existence with respect thereto.
2.1.5. Ownership of Xxxxxxxx Shares and Integrity Shares. The
Shareholders hold good and valid title to all of the Xxxxxxxx Shares
and all of the Integrity Shares, free and clear of all Encumbrances.
The Shareholders possess full authority and legal right to sell,
transfer and assign to Key the Xxxxxxxx Shares and the Integrity
Shares, free and clear of all Encumbrances. Upon transfer to Key by the
Shareholders of the Xxxxxxxx Shares and the Integrity Shares, Key will
own the Xxxxxxxx Shares and the Integrity Shares free and clear of all
Encumbrances. There are no claims pending or, to the knowledge of any
of the Shareholders, threatened, against Xxxxxxxx, Integrity or any of
the Shareholders that concern or affect title to either the Xxxxxxxx
Shares or the Integrity Shares, or that seek to compel the issuance of
capital stock or other securities of either Xxxxxxxx or Integrity.
2.1.6. No Subsidiaries. There is no corporation, partnership,
joint venture, business trust or other legal entity in which either
Xxxxxxxx or Integrity, either directly or indirectly through one or
more intermediaries, owns or holds beneficial or record ownership of at
least a majority of the outstanding voting securities.
2.1.7. Financial Statements. The Shareholders have delivered
to Key copies of the unaudited balance sheets attached hereto as
Schedule 2.1.7 (the "9/30 Balance Sheets") and related statements of
income of each of Xxxxxxxx and Integrity (collectively, the "9/30
Financial Statements"), as at and for the three months ended September
30, 1996 (the "Balance Sheet Date") for Xxxxxxxx and the nine months
ended September 30, 1996 for Integrity. The 9/30 Financial Statements
are complete in all material respects. The 9/30 Financial Statements
present fairly the financial condition of each of Xxxxxxxx and
Integrity as at the dates and for the periods indicated. The 9/30
Financial Statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent
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basis. The accounts receivable reflected in the 9/30 Balance Sheets, or
which have been thereafter acquired by either Xxxxxxxx or Integrity,
have been collected or are collectible at the aggregate recorded
amounts thereof less applicable reserves, which reserves are adequate.
The inventories of each of Xxxxxxxx and Integrity reflected in the 9/30
Balance Sheets, or which have thereafter been acquired by either
Xxxxxxxx or Integrity, consist of items of a quality usable and salable
in the normal course of their business, and the values at which
inventories are carried are at the lower of cost or market.
2.1.8. Liabilities. Except as disclosed on Schedule 2.1.8
hereto, neither Xxxxxxxx nor Integrity have any liabilities or
obligations, either accrued, absolute or contingent, nor does any of
the Shareholders have any knowledge of any potential liabilities or
obligations, which would materially adversely affect the value and
conduct of the business of either Xxxxxxxx or Integrity, other than
those (i) reflected or reserved against in the 9/30 Balance Sheets or
(ii) incurred in the ordinary course of business since the Balance
Sheet Date.
2.1.9. Additional Information. Attached as Schedule 2.1.9
hereto are true, complete and correct lists of the following
items:
2.1.9.1. Real Estate. All real property and
structures thereon owned, leased or subject to a contract of
purchase and sale, or lease commitment, by each of Xxxxxxxx
and Integrity, with a description of the nature and amount of
any Encumbrances thereon. The term "Encumbrances" means all
liens, security interests, pledges, mortgages, deed of trust,
claims, rights of first refusal, options, charges,
restrictions or conditions to transfer or assignment,
liabilities, obligations, privileges, equities, easements,
rights-of-way, limitations, reservations, restrictions and
other encumbrances of any kind or nature;
2.1.9.2. Machinery and Equipment. All rigs, carriers, rig equipment,
machinery, transportation equipment, tools, equipment, furnishings, and fixtures
owned, leased or subject to a contract of purchase and sale, or lease
commitment, by each of Xxxxxxxx and Integrity with a description of the nature
and amount of any Encumbrances thereon; 2.1.9.3. Inventory. All inventory items
or groups of inventory items owned by each of Xxxxxxxx and Integrity, excluding
raw materials and work in process, which raw materials and work in process are
valued on the 9/30 Balance Sheets, together with the amount of any Encumbrances
thereon; 2.1.9.4. Intellectual Property. All patents, trademarks, copyrights and
other intellectual property rights owned, licensed, or used by each of Xxxxxxxx
and Integrity; A:\91637V4.W61 4
2.1.9.5. Trade Names. All trade names,
assumed names and fictitious names used or held by each of Xxxxxxxx and
Integrity, whether and where such names are registered and where used; 2.1.9.6.
Promissory Notes. All long-term and short-term promissory notes, installment
contracts, loan agreements, credit agreements, and any other agreements of each
of Xxxxxxxx and Integrity relating thereto or with respect to collateral
securing the same; 2.1.9.7. Guaranties. All indebtedness, liabilities and
commitments of others and as to which either Xxxxxxxx or Integrity are
guarantors, endorsers, co-makers, sureties, or accommodation makers, or
contingently liable therefor and all letters of credit, whether stand-by or
documentary, issued by any third party; 2.1.9.8. Leases. All leases to which
either Xxxxxxxx or Integrity are parties; and
2.1.9.9. Environment. All environmental permits,
approvals, certifications, licenses, registrations, orders and
decrees applicable to current operations conducted by each of
Xxxxxxxx and Integrity and all environmental audits,
assessments, investigations and reviews conducted by each of
Xxxxxxxx and Integrity within the last five years on any
property owned or used by it.
2.1.10. No Defaults. Except as is specified in Schedule 2.1.10 hereto,
neither Xxxxxxxx nor Integrity are in default in any obligation or covenant on
its part to be performed under any obligation, lease, contract, order, plan or
other agreement or arrangement. 2.1.11. Absence of Certain Changes and Events.
Except as set forth in Schedule 2.1.11 hereto, other than as a result of the
transactions contemplated by this Agreement, since the Balance Sheet Date, there
has not been: 2.1.11.1. Financial Change. Any material adverse change in the
financial condition, backlog, operations, assets, liabilities or business of
either Xxxxxxxx or Integrity; 2.1.11.2. Property Damage. Any material damage,
destruction, or loss to the business or properties of either Xxxxxxxx or
Integrity (whether or not covered by insurance); 2.1.11.3. Dividends. Any
declaration, setting aside, or payment of any dividend or other distribution in
respect of either the Xxxxxxxx Common Stock or the Integrity Common Stock, or
any direct or indirect redemption, purchase or any other acquisition by either
Xxxxxxxx or Integrity of any such stock;
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2.1.11.4. Capitalization Change. Any change in the capital stock or in the
number of shares or classes of the authorized or outstanding capital stock of
either Xxxxxxxx or Integrity as described in Sections 2.1.3 and 2.1.4 hereof;
2.1.11.5. Labor Disputes. Any labor disputes involving either Xxxxxxxx or
Integrity; or 2.1.11.6. Other Material Changes. Any other event or condition
known to any of the Shareholders particularly pertaining to and adversely
affecting the operations, assets or business of either Xxxxxxxx or Integrity
which would constitute a material adverse change.
2.1.12. Taxes.
2.1.12.1. General Representations. All federal, state
and local income, value added, sales, use, franchise, gross
revenue, turnover, excise, payroll, property, employment,
customs, duties and any and all other tax returns, reports,
and estimates have been filed with appropriate governmental
agencies, domestic and foreign, by Xxxxxxxx, Integrity, and
each of the Shareholders (with respect to their distributive
share of Integrity income) for each period for which any such
returns, reports, or estimates were due (taking into account
any extensions of time to file before the date hereof); all
taxes shown by such returns to be payable and any other taxes
due and payable have been paid other than those being
contested in good faith by Xxxxxxxx, Integrity or any of the
Shareholders (to the extent of their distributive share of
Integrity income); and the tax provisions reflected in the
9/30 Balance Sheets are adequate, in accordance with generally
accepted accounting principles, to cover liabilities of each
of Xxxxxxxx and Integrity at the date thereof for all taxes,
including any assessed interest, assessed penalties and
additions to taxes of any character whatsoever applicable to
either Xxxxxxxx or Integrity or their assets or business. No
waiver of any statute of limitations executed by Xxxxxxxx,
Integrity or any of the Shareholders (to the extent of their
distributive share of Integrity income) with respect to any
income or other tax is in effect for any period. The income
tax returns of Xxxxxxxx, Integrity or any of the Shareholders
(with respect to their distributive share of Integrity income)
have never been examined by the Internal Revenue Service or
the taxing authorities of any other jurisdiction. There are no
tax liens on any assets of either Xxxxxxxx, Integrity or any
of the Shareholders (to the extent of their distributive share
of Integrity income) except for taxes not yet currently due.
2.1.12.2. S-Corp Representations. Integrity (i) made
an effective, valid and binding S election pursuant to Section
1362 of the Internal Revenue Code of 1986, as amended (the
"Code"), effective January 25, 1995, (ii) has since then
maintained its status as an S corporation pursuant to Section
1361 of the Code without lapse or interruption, and (iii) has
made and continuously maintained elections similar to the
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federal S election in each state or local jurisdiction where
Integrity does business or is required to file a tax return to
the extent such states or jurisdictions permit such elections.
Integrity neither is nor will or can be subject to the
built-in gains tax under Section 1374 of the Code or any
similar corporate level tax imposed on Integrity by any taxing
authority. Integrity (i) has not adopted or utilized LIFO as a
method of accounting for inventory, and (ii) has no other tax
item, election, agreement or adjustment which will accelerate
or trigger income or defer deductions of Integrity as a result
of termination of Integrity's status as an S corporation.
2.1.13. Intellectual Property. To the knowledge of the
Shareholders, each of Xxxxxxxx and Integrity own or possess licenses to
use all patents, patent applications, trademarks and service marks
(including registrations and applications therefor), trade names,
copyrights and written know-how, trade secrets and all other similar
proprietary data and the goodwill associated therewith (collectively,
the "Intellectual Property") that are either material to its business
or that are necessary for the rendering of any services rendered by it
and the use or sale of any equipment or products used or sold by it,
including all such Intellectual Property listed in Schedule 2.1.9
hereto. The Intellectual Property so owned or possessed by each of
Xxxxxxxx and Integrity is owned or licensed free and clear of any
Encumbrance. Neither Xxxxxxxx nor Integrity have granted to any other
person any license to use any Intellectual Property. Neither Xxxxxxxx
nor Integrity have received any notice of infringement,
misappropriation, or conflict with, the intellectual property rights of
others in connection with the use by it of the Intellectual Property or
otherwise in connection with the operation of its business.
2.1.14. Title to and Condition of Assets. Each of Xxxxxxxx and
Integrity have good, indefeasible and marketable title to all its
properties, interests in properties and assets, real and personal,
reflected in the 9/30 Balance Sheets (except for those assets
transferred after the Balance Sheet Date as described in Schedule
2.1.11 hereto) or in Schedule 2.1.9 hereto, free and clear of any
Encumbrance of any nature whatsoever, except (i) Encumbrances reflected
in the 9/30 Balance Sheets or in Schedule 2.1.9 hereto, (ii) liens for
current taxes not yet due and payable, and (iii) such imperfections of
title, easements and Encumbrances, if any, as are not substantial in
character, amount, or extent and do not and will not materially detract
from the value, or interfere with the present use, of the property
subject thereto or affected thereby, or otherwise materially impair
business operations. All leases pursuant to which either Xxxxxxxx or
Integrity leases (whether as lessee or lessor) any substantial amount
of real or personal property are in good standing, valid, and
effective; and there is not, under any such leases, any existing
default or event of default or event which with notice or lapse of
time, or both, would constitute a default by either Xxxxxxxx or
Integrity and in respect to which either Xxxxxxxx or Integrity have not
taken adequate steps to prevent a default from occurring. The buildings
and premises of each of Xxxxxxxx and Integrity that are used in its
business are in good operating condition and repair, subject only to
ordinary wear and tear. All rigs, rig equipment, machinery,
transportation equipment, tools and other major items of equipment of
each of Xxxxxxxx and Integrity are in good operating condition and in a
state of reasonable
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maintenance and repair, ordinary wear and tear excepted, and are free
from any known defects except as may be repaired by routine maintenance
and such minor defects as to not substantially interfere with the
continued use thereof in the conduct of normal operations. To the
knowledge of the Shareholders, all such assets conform to all
applicable laws governing their use. No notice of any violation of any
law, statute, ordinance, or regulation relating to any such assets has
been received by Xxxxxxxx, Integrity or any of the Shareholders, except
such as have been fully complied with.
2.1.15. Contracts. To the knowledge of the Shareholders, all
contracts, leases, plans or other arrangements to which either Xxxxxxxx
or Integrity is a party, by which either is bound or to which either
Xxxxxxxx or Integrity or the assets of either Xxxxxxxx or Integrity are
subject are in full force and effect, and constitute valid and binding
obligations of Xxxxxxxx or Integrity. Neither Xxxxxxxx, Integrity nor,
to the knowledge of the Shareholders, any other party to any such
contract, lease, plan or other arrangement, is in default thereunder,
and no event has occurred which (with or without notice, lapse of time,
or the happening of any other event) would constitute a default
thereunder. No contract has been entered into on terms which could
reasonably be expected to have an adverse effect on either Xxxxxxxx or
Integrity. None of the Shareholders has received any information which
would cause the Shareholder to conclude that any customer of either
Xxxxxxxx or Integrity will (or is likely to) cease doing business with
Xxxxxxxx or Integrity (or any successors thereto) as a result of the
consummation of the transactions contemplated hereby.
2.1.16. Licenses and Permits. To the knowledge of the
Shareholders, each of Xxxxxxxx and Integrity possess all permits,
authorizations, certificates, approvals, registrations, variances,
waivers, exemptions, rights-of-way, franchises, ordinances, licenses
and other rights of every kind and character (collectively, the
"Permits") necessary under law or otherwise for it to conduct its
business as now being conducted and to construct, own, operate,
maintain and use its assets in the manner in which they are now being
constructed, operated, maintained and used. To the knowledge of the
Shareholders, each of such Permits and the rights of each of Xxxxxxxx
and Integrity with respect thereto is valid and subsisting, in full
force and effect, and enforceable by either Xxxxxxxx or Integrity
subject to administrative powers of regulatory agencies having
jurisdiction. Each of Xxxxxxxx and Integrity are in compliance in all
material respects with the terms of such Permits. None of such Permits
have been, or to the knowledge of the Shareholders, are threatened to
be, revoked, canceled, suspended or modified.
2.1.17. Litigation. There is no suit, action, or legal,
administrative, arbitration, or other proceeding or governmental
investigation pending to which either Xxxxxxxx or Integrity are a party
or, to the knowledge of the Shareholders, might become a party or which
particularly affect either Xxxxxxxx or Integrity, nor is any change in
the zoning or building ordinances directly affecting the real property
or leasehold interests of either Xxxxxxxx or Integrity, pending or, to
the knowledge of the Shareholders, threatened.
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2.1.18. Environmental Compliance.
2.1.18.1. Environmental Conditions. There are no
environmental conditions or circumstances, including, without
limitation, the presence or release of any hazardous
substance, on any property presently or previously owned by
either Xxxxxxxx or Integrity, or on any property to which
hazardous substances or waste generated by the operations of
either Xxxxxxxx or Integrity or use of the assets of either
Xxxxxxxx or Integrity were disposed of, which would result in
a material adverse change in the business or business
prospects of either Xxxxxxxx or Integrity;
2.1.18.2. Permits, etc. Each of Xxxxxxxx and
Integrity has in full force and effect all environmental
permits, licenses, approvals and other authorizations required
to conduct its operations, other than those that are not
material to its business or operations, and is operating in
compliance thereunder;
2.1.18.3. Compliance. Neither the operations of each of Xxxxxxxx and
Integrity nor the use of the assets of each of Xxxxxxxx and Integrity violate in
any material respect any applicable federal, state or local law, statute,
ordinance, rule, regulation, order or notice requirement pertaining to (a) the
condition or protection of air, groundwater, surface water, soil, or other
environmental media, (b) the environment, including natural resources or any
activity which affects the environment, or (c) the regulation of any pollutants,
contaminants, waste, substances (whether or not hazardous or toxic), including,
without limitation, the Comprehensive Environmental Response Compensation and
Liability Act (42 U.S.C. ss. 9601 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. ss. 1801 et seq.), the Resource Conservation and
Recovery Act (42 U.S.C. ss. 1609 et seq.), the Clean Water Act (33 U.S.C. 1251
et seq.), the Clean Air Act (42 U.S.C. ss. 7401 et seq.), the Toxic Substances
Control Act (17 U.S.C. ss. 2601 et seq.), the Federal Insecticide Fungicide and
Rodenticide Act (7 U.S.C. ss. 136 et seq.), the Safe Drinking Water Act (42
U.S.C. ss. 201 and ss. 300f et seq.), the Rivers and Harbors Act (33 U.S.C. ss.
401 et seq.), the Oil Pollution Act (33 U.S.C. ss. 2701 et seq.) and analogous
federal, interstate, state and local requirements, as any of the foregoing may
have been amended or supplemented from time to time (collectively the
"Applicable Environmental Laws"); 2.1.18.4. Past Compliance. None of the
operations or assets of either Xxxxxxxx or Integrity has ever been conducted or
used in such a manner as to constitute a violation of any of the Applicable
Environmental Laws, other than violations that in the aggregate are not material
to the business or operations of either Xxxxxxxx or Integrity; 2.1.18.5.
Environmental Claims. No notice has been served on Xxxxxxxx, Integrity or any of
the Shareholders from any entity, governmental agency or
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individual regarding any existing, pending or threatened
investigation, inquiry, enforcement action or litigation
related to alleged violations under any Applicable
Environmental Laws, or regarding any claims for remedial
obligations, response costs or contribution under any
Applicable Environmental Laws;
2.1.18.6. Renewals. None of the Shareholders knows of any reason Xxxxxxxx,
Integrity or their successors would not be able to renew any of the permits,
licenses, or other authorizations required pursuant to any of the Applicable
Environmental Laws to operate and use any of assets of either Xxxxxxxx or
Integrity for their current purposes and uses; and
2.1.18.7. Asbestos and PCBs. No material amounts of
friable asbestos currently exist on any property owned or
operated by either Xxxxxxxx or Integrity, nor do
polychlorinated biphenyls exist in concentrations of 50 parts
per million or more in electrical equipment owned or being
used by either Xxxxxxxx or Integrity in the operations or on
the properties of either Xxxxxxxx or Integrity.
2.1.19. Compliance with Other Laws. To the knowledge of the
Shareholders, neither Xxxxxxxx nor Integrity are in violation of or in
default with respect to, or in alleged violation of or alleged default
with respect to, the Occupational Safety and Health Act (29 U.S.C.
ss.ss.651 et seq.) as amended, or any other applicable law or any
applicable rule, regulation, or any writ or decree of any court or any
governmental commission, board, bureau, agency, or instrumentality, or
delinquent with respect to any report required to be filed with any
governmental commission, board, bureau, agency or instrumentality.
2.1.20. No ERISA Plans or Labor Issues. Neither Xxxxxxxx nor
Integrity currently sponsor, maintain or contribute to and neither
Xxxxxxxx nor Integrity has at any time sponsored, maintained or
contributed to any employee benefit plan which is or was subject to any
provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Neither Xxxxxxxx nor Integrity has engaged in any
unfair labor practices which could reasonably be expected to result in
a material adverse effect on the operations or assets of either
Xxxxxxxx or Integrity. Neither Xxxxxxxx nor Integrity has any dispute
with any of the existing or former employees of either Xxxxxxxx or
Integrity. There are no labor disputes or, to the knowledge of any of
the Shareholders, any disputes threatened by current or former
employees of either Xxxxxxxx or Integrity.
2.1.21. Investigations; Litigation. No investigation or review
by any governmental entity with respect to either Xxxxxxxx or Integrity
or any of the transactions contemplated by this Agreement is pending
or, to the knowledge of any of the Shareholders, threatened, nor has
any governmental entity indicated to either Xxxxxxxx or Integrity an
intention to conduct the same, and there is no action, suit or
proceeding pending or, to the knowledge of any of the Shareholders,
threatened against or affecting either Xxxxxxxx or Integrity at law or
in equity, or before any federal, state, municipal or other
governmental department, commission,
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board, bureau, agency or instrumentality, that either individually or
in the aggregate, does or is likely to result in an adverse change in
the financial condition, properties or business of either Xxxxxxxx or
Integrity.
2.1.22. Absence of Certain Business Practices. Neither
Xxxxxxxx, Integrity nor any officer of either Xxxxxxxx or Integrity,
nor, to the knowledge of any of the Shareholders, any employee or agent
of either Xxxxxxxx or Integrity or any other person acting on behalf of
either Xxxxxxxx or Integrity, has, directly or indirectly, within the
past five years, given or agreed to give any gift or similar benefit to
any customer, supplier, government employee or other person who is or
may be in a position to help or hinder the business of either Xxxxxxxx
or Integrity (or to assist either Xxxxxxxx or Integrity in connection
with any actual or proposed transaction) which (i) might subject either
Xxxxxxxx or Integrity to any damage or penalty in any civil, criminal
or governmental litigation or proceeding, (ii) if not given in the
past, might have had an adverse effect on the assets, business or
operations of either Xxxxxxxx or Integrity as reflected in the 9/30
Financial Statements, or (iii) if not continued in the future, might
adversely affect the assets, business operations or prospects of either
Xxxxxxxx or Integrity or which might subject either Xxxxxxxx or
Integrity to suit or penalty in a private or governmental litigation or
proceeding.
2.1.23. Untrue Statements. Xxxxxxxx, Integrity and the
Shareholders have made available to Key true, complete and correct
copies of all contracts, documents concerning all litigation and
administrative proceedings, licenses, permits, insurance policies,
lists of suppliers and customers, and records relating principally to
the assets and business of each of Xxxxxxxx and Integrity, and such
information covers all commitments and liabilities of each of Xxxxxxxx
and Integrity relating principally to its business or its assets. This
Agreement and the agreements and instruments to be entered into in
connection herewith do not include any untrue statement of a material
fact or omit to state any material fact necessary to make the
statements made herein and therein not misleading in any material
respect.
2.1.24. Investment Representations. Each of the Shareholders
acknowledges, represents and agrees that:
(a) the Key Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or
registered or qualified under any applicable state securities laws;
(b) the Key Shares are being issued to such Shareholder in
reliance upon exemptions from such registration or qualification
requirements, and the availability of such exemptions depends in part
upon such Shareholder's bona fide investment intent with respect to the
Key Shares;
(c) such Shareholder's acquisition of the Key Shares is
solely for his own account for investment, and such Shareholder is not
acquiring the Key Shares for the account of any
A:\91637V4.W61
11
other person or with a view toward resale, assignment,
fractionalization, or distribution thereof;
(d) such Shareholder shall not offer for sale, sell, transfer,
pledge, hypothecate or otherwise dispose of any of the Key Shares
except in accordance with the registration requirements of the
Securities Act and applicable state securities laws or upon delivery to
Key of an opinion of legal counsel reasonably satisfactory to Key that
an exemption from registration is available;
(e) such Shareholder has such knowledge and experience in
financial and business matters that he is capable of evaluating the
merits and risks of an investment in the Key Shares, and to make an
informed investment decision;
(f) such Shareholder has received a copy of Key's annual
report on Form 10-K for the year ended June 30, 1996 as filed with the
Securities and Exchange Commission (the "SEC"). Such Shareholder has
had the opportunity to ask questions of, and receive answers from Key's
officers and directors concerning such Shareholder's acquisition of the
Key Shares and to obtain such other information concerning Key and the
Key Shares, to the extent Key's officers and directors possessed the
same or could acquire it without unreasonable effort or expense, as
such Shareholder deemed necessary in connection with making an informed
investment decision;
(g) since the Key Shares have not been registered under the
Securities Act or applicable state securities laws, such Shareholder
must bear the economic risk of holding the Key Shares for an indefinite
period of time, and is capable of bearing such risk; and
(h) in addition to any other legends required by law or the
other agreements entered into in connection herewith, each certificate
evidencing the Key Shares will bear a conspicuous restrictive legend
substantially as follows:
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR UNDER ANY
APPLICABLE STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED
EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE
ACT AND SUCH OTHER STATE LAWS OR UPON DELIVERY TO THIS
CORPORATION OF AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE
CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
2.1.25. Consents and Approvals. No consent, approval or
authorization of, or filing or registration with, any governmental or
regulatory authority, or any other person or entity
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12
other than the Shareholders, is required to be made or obtained by
Xxxxxxxx, Integrity or the Shareholders in connection with the
execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby.
2.1.26. Finder's Fee. All negotiations relative to this
Agreement and the transactions contemplated hereby have been carried on
by the Shareholders and their counsel directly with Key and its
counsel, without the intervention of any other person in such manner as
to give rise to any valid claim against any of the parties hereto for a
brokerage commission, finder's fee or any similar payments.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF KEY
Key represents and warrants to each of the Shareholders as follows:
3.1. Organization and Standing. Key is a corporation duly organized,
validly existing and in good standing under the laws of the State of Maryland,
has full requisite corporate power and authority to carry on its business as it
is currently conducted, and to own and operate the properties currently owned
and operated by it, and is duly qualified or licensed to do business and is in
good standing as a foreign corporation authorized to do business in all
jurisdictions in which the character of the properties owned or the nature of
the business conducted by it would make such qualification or licensing
necessary.
3.2. Agreement Authorized and its Effect on Other Obligations. The
consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action on the part of Key, and this
Agreement is a valid and binding obligation of Key enforceable (subject to
normal equitable principles) in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, debtor
relief or similar laws affecting the rights of creditors generally. The
execution, delivery and performance of this Agreement will not result in the
breach of any term or provision of or constitute a default under any obligation,
indenture, mortgage, deed of trust, lease, contract or other agreement to which
Key or any of its subsidiaries is a party.
3.3. Capitalization. The capitalization of Key consists of 25,000,000
shares of Key Common Stock, of which, as of September 30, 1996, 10,488,513
shares were issued and outstanding; provided, however, that the board of
directors of Key has the authority, without further shareholder action, to
redesignate, all of the authorized and unissued shares of Key Common Stock into
one or more series of preferred stock, of which, as of the date hereof, no
shares have been so designated or issued.
3.4. Finder's Fee. All negotiations relative to this Agreement and
the transactions contemplated hereby have been carried on by Key and its counsel
directly with the Shareholders and
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13
their counsel, without the intervention by any other person as the result of any
act of Key in such a manner as to give rise to any valid claim against any of
the parties hereto for any brokerage commission, finder's fee or any similar
payments.
ARTICLE 4
ADDITIONAL AGREEMENTS
4.1. Noncompetition. Except as otherwise consented to or approved in
writing by Key, each of the Shareholders agrees that for a period of 60 months
following the Effective Date, he will not, directly or indirectly, acting alone
or as a member of a partnership or as an officer, director, employee,
consultant, representative, holder of, or investor in as much as 5% of any
security of any class of any corporation or other business entity (i) engage in
any business providing oil field pulling services, trucking services or fishing
and rental tool services in those territories specified on Schedule 4.1 hereto;
(ii) request any present customers or suppliers of either Xxxxxxxx or Integrity
to curtail or cancel their business with either Xxxxxxxx or Integrity; (iii)
disclose to any person, firm or corporation any trade, technical or
technological secrets of Xxxxxxxx, Integrity, or Key (or Key's affiliates) or
any details of their organization or business affairs or (iv) induce or actively
attempt to influence any employee of Xxxxxxxx, Integrity or Key (or Key's
affiliates) to terminate his employment. Each of the Shareholders agrees that if
either the length of time or geographical area set forth in this Section 4.1 is
deemed too restrictive in any court proceeding, the court may reduce such
restrictions to those which it deems reasonable under the circumstances. The
obligations expressed in this Section 4.1 are in addition to any other
obligations that the Shareholders may have under the laws of the State of Texas
requiring an employee of a business or a shareholder who sells his stock in a
corporation to limit his activities so that the goodwill and business relations
of his employer and of the corporation whose stock he has sold (and any
successor corporation) will not be materially impaired. Each of the Shareholders
further agrees and acknowledges that Key does not have any adequate remedy at
law for the breach or threatened breach by the Shareholders of this covenant,
and agrees that Key may, in addition to the other remedies which may be
available to it hereunder, file a suit in equity to enjoin the Shareholders from
such breach or threatened breach. If any provisions of this Section 4.1 are held
to be invalid or against public policy, the remaining provisions shall not be
affected thereby. Each of the Shareholders acknowledges that the covenants set
forth in this Section 4.1 are being executed and delivered by the Shareholders
in consideration of the covenants of Key contained in this Agreement, and for
other good and valuable consideration, receipt of which is hereby acknowledged.
4.2. Stock Certificate Issuance. On the date hereof Key shall file an
additional listing application with the American Stock Exchange requesting the
listing of the Key Shares. On the date Key receives notice of approval of such
request, Key shall send written instructions to its transfer agent and registrar
to issue, countersign and register one or more certificates representing the Key
Shares in the names of the Shareholders in accordance with written instructions
signed by each of the
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14
Shareholders and deliver such certificate(s) to the Shareholders at the address
specified in Section 6.4 hereof.
4.3. Payment of Certain Debts. On or before November 8, 1996, Key shall
pay in full those liabilities listed on Schedule 4.3 hereto, whether by payment
of cash or by issuance of promissory notes by Key. In the event that such debts
are satisfied by the issuance of promissory notes by Key, the issuance of such
notes shall cause the personal guaranties related to such debts by the
Shareholders to be released.
4.4. Registration Rights. Key has delivered to the Shareholders a copy
of the Registration Right Agreement among Key, XxXxxxx Securities Co. L.P. and
Xxxxxxxx Xxxxxx Refsnes, Inc. dated July 3, 1996 (the "Registration Rights
Agreement") pursuant to which Key has agreed to (i) file a registration
statement (the "Shelf Registration Statement") with the SEC on or before April
3, 1997 registering the resale of certain shares of Key Common Stock issuable
upon conversion of certain outstanding convertible debentures of Key and (ii)
use its best efforts to cause the Shelf Registration Statement to be declared
effective by the SEC on or before July 3, 1997. Key hereby agrees to include the
resale of the Key Shares in the Shelf Registration Statement; provided, that (i)
each of the Shareholders shall have all duties and obligations of a "Holder"
under the Registration Rights Agreement and (ii), notwithstanding the inclusion
of the resale of the Key Shares in the Shelf Registration Statement, the
Shareholders shall have no right to participate in an underwritten offering of
Key Common Stock by those debenture holders, if any, exercising their rights
under the Registration Rights Agreement. In the event that the Shelf
Registration Statement is not declared effective by the SEC by July 3, 1997, Key
shall purchase the Key Shares from the Shareholders for an aggregate purchase
price equal to the greater of (i) the aggregate market value of the Key Shares
calculated using the per share closing price on July 3, 1997 as reported by the
American Stock Exchange and (ii) $500,000.
4.5. Right of First Refusal. If the Shareholders desire to sell more
than 12,000 Key Shares during any 30-day period, then the Shareholders, prior to
making such sale, shall first offer such excess shares (the "Excess Shares") for
sale to Key in accordance with the following provisions and on the terms and
conditions set forth in this Section 4.5. The Shareholders shall offer the
Excess Shares to Key by delivering a written notice (the "Offering Notice") to
Key indicating the number of Excess Shares and wiring instructions for payment
of the Purchase Price (defined below). If Key desires to accept such offer, Key
shall, within five (5) days from the date of receipt of the Offering Notice,
deliver a written notice (the "Acceptance Notice") to the Shareholders
indicating the number of Excess Shares which Key intends to purchase. If within
such 5-day period, Key shall have failed to deliver the Acceptance Notice, then
Key shall be deemed to have rejected such offer and the Shareholders may sell
the Excess Shares without restriction under this Section 4.5. The parties hereto
shall consummate the sale, if any, of the Excess Shares hereunder within ten
(10) days following the Shareholders' receipt of the Acceptance Notice, such
consummation to consist of (i) delivery by the Shareholders of stock
certificate(s) representing the Excess Shares accompanied by duly executed stock
powers and (ii) payment by Key of the Purchase Price to the Shareholders by
means of a wire transfer of immediately available funds in accordance with the
instructions contained
A:\91637V4.W61
15
in the Offering Notice. The term "Purchase Price" shall mean the aggregate
market value of the Excess Shares calculated using the per share closing price
on date of the Offering Notice as reported by the American Stock Exchange.
4.6. Further Assurances. From time to time, as and when requested by
any party hereto, any other party hereto shall execute and deliver, or cause to
be executed and delivered, such documents and instruments and shall take, or
cause to be taken, such further or other actions as may be reasonably necessary
to effectuate the transactions contemplated hereby.
ARTICLE 5
INDEMNIFICATION
5.1. Indemnification by the Shareholders. In addition to any other
remedies available to Key under this Agreement, or at law or in equity, each of
the Shareholders shall jointly and severally indemnify, defend and hold harmless
Key, and its respective officers, directors, employees, agents and stockholders,
against and with respect to any and all claims, costs, damages, losses,
expenses, obliga tions, liabilities, recoveries, suits, causes of action and
deficiencies, including interest, penalties and reasonable attorneys' fees and
expenses (collectively, the "Damages") that such indemnitees shall incur or
suffer, which arise, result from or relate to any breach of, or failure by, the
Shareholders to perform, their respective representations, warranties, covenants
or agreements in this Agreement or in any schedule, certificate, exhibit or
other instrument furnished or delivered to Key by the Shareholders under this
Agreement.
5.2. Indemnification by Key. In addition to any other remedies
available to the Shareholders under this Agreement, or at law or in equity, Key
shall jointly and severally indemnify, defend and hold harmless each of the
Shareholders and his employees and agents against and with respect to any and
all Damages that such indemnitees shall incur or suffer, which arise, result
from or relate to any breach of, or failure by Key to perform, any of its
representations, warranties, covenants or agreements in this Agreement or in any
schedule, certificate, exhibit or other instrument furnished or delivered to the
Shareholders by or on behalf of Key under this Agreement.
5.3. Indemnification Procedure. In the event that any party hereto
discovers or otherwise becomes aware of a claim for Damages arising under this
Article 5, such indemnified party shall give written notice to the indemnifying
party, specifying such claim, and may thereafter exercise any remedies available
to such party under this Agreement; provided, however, that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of any obligations hereunder, to the extent the indemnifying
party is not materially prejudiced thereby. Further, promptly after receipt by
an indemnified party hereunder of written notice of the commence ment of any
action or proceeding with respect to which a claim for Damages arising under
this Article 5 may be made, such indemnified party shall, if a claim in respect
thereof is to be made against any indemnifying party, give written notice to the
latter of the commencement of such action; provided,
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16
however, that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of any obligations hereunder, to
the extent the indemnifying party is not mate rially prejudiced thereby. In case
any such action is brought against an indemnified party, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified, to the extent that it may
wish, with counsel reasonably satisfactory to such indemnified party, and after
such notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof unless the
indemnifying party has failed to assume the defense of such claim and to employ
counsel reasonably satisfactory to such indemnified person. An indemnifying
party who elects not to assume the defense of a claim shall not be liable for
the fees and expenses of more than one counsel in any single jurisdiction for
all parties indemnified by such indemnifying party with respect to such claim or
with respect to claims separate but similar or related in the same jurisdiction
arising out of the same general allegations. Notwithstanding any of the
foregoing to the contrary, the indemnified party will be entitled to select its
own counsel and assume the defense of any action brought against it if the
indemnifying party fails to select counsel reasonably satisfactory to the
indemnified party, the expenses of such defense to be paid by the indemnifying
party. No indemnifying party shall consent to entry of any judgment or enter
into any settlement with respect to a claim without the consent of the
indemnified party, which consent shall not be unreasonably withheld, or unless
such judgment or settlement includes as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability with respect to such claim. No indemnified party shall consent to
entry of any judgment or enter into any settlement of any such action, the
defense of which has been assumed by an indemnifying party, without the consent
of such indemnifying party, which consent shall not be unreasonably withheld.
5.4. Limitation on Indemnification. Notwithstanding any provisions
contained in this Article 5, neither Key nor any of the Shareholders (nor any of
their affiliates) shall be required to pay an indemnified party any amount with
respect to any claim for Damages arising under this Article 5 with respect to
the breach of any warranty or the inaccuracy of any representation contained in
this Agreement (the "Representation/Warranty Damages") until the
Representation/Warranty Damages which the indemnified party suffered under this
Agreement aggregate at least $50,000, at which time and in such event the
indemnified party shall be entitled to receive payment for all of the aggregate
Representation/Warranty Damages.
5.5. Indemnification Disputes. In the event a lawsuit is filed by an
indemnified party against an indemnifying party asserting a claim for
Representation/Warranty Damages and a court of competent jurisdiction renders a
summary judgment against the indemnified party with respect to such claim, which
judgment can no longer be appealed, the indemnified party shall be liable for
all reasonable attorneys fees and expenses incurred by indemnifying party in the
defense of such claim.
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17
ARTICLE 6
MISCELLANEOUS
6.1. Survival of Representations, Warranties and Covenants. All
representations and warranties made by the parties hereto shall survive for a
period of 12 months from the date hereof, notwithstanding any investigation made
by or on behalf of any of the parties hereto; provided, however, that the
representations and warranties contained in Section 2.1.12 hereof shall survive
until the expiration of the applicable statute of limitations associated with
the taxes at issue. All statements contained in any certificate, schedule,
exhibit or other instrument delivered pursuant to this Agreement shall be deemed
to have been representations and warranties by the respective party or parties,
as the case may be, and shall also survive for a period of 12 months from the
date hereof despite any investigation made by any party hereto or on its behalf.
All covenants and agreements contained herein shall survive as provided herein.
6.2. Entirety. This Agreement embodies the entire agreement among the
parties with respect to the subject matter hereof, and all prior agreements
between the parties with respect thereto are hereby superseded in their
entirety.
6.3. Counterparts. Any number of counterparts of this Agreement may be
executed and each such counterpart shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one instrument.
6.4. Notices and Waivers. Any notice or waiver to be given to any party
hereto shall be in writing and shall be delivered by courier, sent by facsimile
transmission or first class registered or certified mail, postage prepaid,
return receipt requested.
If to Key:
Addressed to: With a copy to:
Key Energy Group, Inc. Xxxxxx & Xxxxxx, L.L.P.
Two Tower Center, Tenth Floor 700 Louisiana, 00xx Xxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000 Xxxxxxx, Xxxxx 00000-0000
Attn: Xxxxxxx X. Xxxx Attention: Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
If to any Shareholder:
Addressed to: With a copy to:
Reo Xxxxxxxx Xxx X. Xxxxxxxx
0 Xxxxxxxxx Xxxxxx 119 N.W. Avenue "A"
(or X.X. Xxx 0000) Xxxxxxx, Xxxxx 00000
Xxxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000
Facsimile: (000) 000-0000
Any communication so addressed and mailed by first-class registered or
certified mail, postage prepaid, with return receipt requested, shall be deemed
to be received on the third business day after so mailed, and if delivered by
courier or facsimile to such address, upon delivery during normal business hours
on any business day.
6.5. Table of Contents and Captions. The table of contents and captions
contained in this Agreement are solely for convenient reference and shall not be
deemed to affect the meaning or interpretation of any article, section, or
paragraph hereof.
6.6. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of and be enforceable by the successors and assigns of the
parties hereto.
6.7. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such which may
be hereafter declared invalid, void or unenforceable.
6.8. Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with the applicable laws of the State of Texas.
[SIGNATURE PAGE FOLLOWS]
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18
IN WITNESS WHEREOF, the Shareholders have executed this Agreement and
Key has caused this Agreement to be signed in its corporate name by its duly
authorized representative, all as of the day and year first above written.
KEY ENERGY GROUP, INC.
By:
Name:
Title:
SHAREHOLDERS
Reo Xxxxxxxx
Xxxxx Xxxxxxxx, Xx.
Xxxxx Xxxxxxxx, III
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19
SCHEDULE 2.1.8
None
A:\91637V4.W61
SCHEDULE 2.1.10
None
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SCHEDULE 2.1.11
Since the Balance Sheet Date, Xxxxxxxx has transferred to third parties the
following assets (with associated book values) which appear on the 9/30 Balance
Sheet:
Suburban vehicle (reflected in the Autos
and Trucks line item) ................................ $ 33,990.00
1971 Oldsmobile (reflected in the Autos
and Trucks line item)................................. 5,500.00
Boats/golf carts/shed................................. 69,646.00
Del Rio property...................................... 35,000.00
Lubbock property...................................... 45,000.00
Stocks................................................ 25,000.00
Accounts Receivable - Officers........................ 326,737.38
Since the Balance Sheet Date, Xxxxxxxx has paid off the following liabilites
which appear on the 9/30 Balance Sheet:
Note - Bennie's Transports............................ $36,230.82
Note - Treasury Stock................................. 164,261.96
Since the Balance Sheet Date, Xxxxxxxx has incurred the following liability
which does not appear on the 9/30 Balance Sheet:
NBA Note #8600 $200,000.0
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SCHEDULE 4.1
The noncompetition territories shall be comprised of the state of Texas and the
state of New Mexico.
A:\91637V4.W61
