EXHIBIT 10.6
ASSUMPTION AND CANCELLATION OF DEBT AGREEMENTS WITH
XXXXXXXXX INTERNATIONAL CORPORATION DATED APRIL 15, 2005
ASSUMPTION AND CANCELLATION OF DEBT
THIS AGREEMENT is dated April 15, 2005.
AMONG:
XXXXXXXXX INTERNATIONAL CORPORATION, a company incorporated
pursuant to the laws of the State of Nevada, having an office
address at Xxxxx 000, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
("Xxxxxxxxx")
AND:
PATCH INTERNATIONAL INC., a company incorporated pursuant to
the laws of the State of Nevada, having an office address at
Xxxxx 0000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
("Patch")
AND:
PATCH ENERGY INC., a wholly-owned subsidiary company of Patch,
incorporated pursuant to the laws of Canada, having an office
address at Xxxxx 0000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx X0X 0X0
("Patch Energy")
WHEREAS:
A. Patch is indebted to Xxxxxxxxx in the amount of CAD$16,028.07 net of the
amount of CAD$90.50 owing by Xxxxxxxxx to Patch (the "Xxxxxxxxx Debt"), and
Xxxxxxxxx is indebted to Patch Energy in the amount of CAD$14,213.57 (the "Patch
Energy Debt");
B. the parties wish to set-off the Xxxxxxxxx Debt against the Patch Energy Debt,
leaving an amount of CAD$1,814.50 owing from Patch to Xxxxxxxxx (the "Remaining
Debt"); and
X. Xxxxxxxxx has agreed to cancel the Remaining Debt in consideration of the
assumption by Patch of certain debts owed by Xxxxxxxxx to Grand Slam Radio Inc.,
Xxxxx Xxxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxx, all pursuant to agreements dated
as of April 15, 2005.
-2-
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
covenant and agree as follows:
APPLICATION OF DEBT
1. Patch Energy hereby directs and authorizes Xxxxxxxxx to apply the Patch
Energy Debt against the Xxxxxxxxx Debt and agrees and acknowledges upon such
application there shall be no further liability owed to it by Xxxxxxxxx in
respect of the Patch Energy Debt or any part thereof.
CANCELLATION OF DEBT
2. Xxxxxxxxx hereby absolutely and unconditionally cancels the Remaining Debt
and agrees and acknowledges that there shall be no further liability owed to it
by Patch in respect of the Remaining Debt or any part thereof.
ENUREMENT
3. This Agreement will enure to the benefit of and be binding upon the parties
and their respective successors and permitted assigns.
GOVERNING LAW
4. This Assignment will be governed by and construed in accordance with the
laws of the Province of British Columbia.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
COUNTERPARTS
5. This Assignment may be executed by the parties in separate counterparts and
by facsimile, each of which when so executed and delivered shall be an original,
but all counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF this Assignment has been duly executed by the parties on the
date first mentioned above.
XXXXXXXXX INTERNATIONAL CORPORATION PATCH INTERNATIONAL INC.
Per: /s/ XXXXX XXXXXX Per: /s/ XXXXX XXXXXXX
------------------------------- -------------------------------
Authorized Signatory Authorized Signatory
PATCH ENERGY INC.
Per: /s/ XXXXX XXXXXXX
------------------------------------
Authorized Signatory
ASSUMPTION OF DEBT
THIS ASSUMPTION AGREEMENT is dated April 15, 2005.
BETWEEN:
XXXXXXXXX INTERNATIONAL CORPORATION, a company incorporated
pursuant to the laws of the State of Nevada, having an office
address at Xxxxx 000, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
("Xxxxxxxxx")
AND:
PATCH INTERNATIONAL INC., a company incorporated pursuant to
the laws of the State of Nevada, having an office address at
Xxxxx 0000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
("Patch")
AND:
XXXXX XXXXXXX, executive, of Xxxxx 0000, 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
("Xxxxxxx")
WHEREAS:
X. Xxxxxxxxx is indebted to Xxxxxxx in the amount of CAD$14,316.62 (the "Debt")
and Patch has agreed to assume the Debt in partial consideration of the
relinquishment of certain interests in oil and gas properties by Xxxxxxxxx to
Patch, as detailed below; and
X. Xxxxxxx has agreed to accept Patch as debtor in the place of Xxxxxxxxx.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements contained herein and other good and valuable
consideration, the parties hereto covenant and agree as follows:
ASSUMPTION OF DEBT
1. Patch hereby absolutely and unconditionally assumes and accepts
responsibility for the payment of the Debt and agrees to indemnify and hold
harmless Xxxxxxxxx in respect thereof.
ACCEPTANCE OF PATCH
2. Xxxxxxx hereby absolutely and unconditionally accepts Patch as debtor in
substitution for Xxxxxxxxx and releases Xxxxxxxxx from any and all liability in
respect of the Debt.
CONVEYANCE
3. Xxxxxxxxx hereby conveys any and all of its interests in the Kerrobert oil
field located in Saskatchewan, Canada and all of its interests in the Manahuilla
Creek oil field in Goliad County, Texas, previously acquired from Patch, back to
Patch.
ENUREMENT
4. This Assignment will enure to the benefit of and be binding upon the parties
and their respective heirs, successors and permitted assigns.
GOVERNING LAW
5. This Assignment will be governed by and construed in accordance with the laws
of the Province of British Columbia.
COUNTERPARTS
6. This Assignment may be executed by the parties in separate counterparts and
by facsimile, each of which when so executed and delivered shall be an original,
but all counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF this Assignment has been duly executed by the parties on the
date first mentioned above.
XXXXXXXXX INTERNATIONAL CORPORATION PATCH INTERNATIONAL INC.
Per: /s/ XXXXX XXXXXX Per: /s/ XXXXX XXXXXXX
------------------------------- -------------------------------
Authorized Signatory Authorized Signatory
/s/ XXXXX XXXXXXX
----------------------------------
Xxxxx Xxxxxxx
ASSUMPTION OF DEBT
THIS ASSUMPTION AGREEMENT is dated April 15, 2005.
AMONG:
XXXXXXXXX INTERNATIONAL CORPORATION, a company incorporated
pursuant to the laws of the State of Nevada, having an office
address at Xxxxx 000, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
("Xxxxxxxxx")
AND:
PATCH INTERNATIONAL INC., a company incorporated pursuant to
the laws of the State of Nevada, having an office address at
Xxxxx 0000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
("Patch")
AND:
XXXXXX XXXXXXXX, executive, of Xxxxx 0000, 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
("Tsafalas")
WHEREAS:
X. Xxxxxxxxx is indebted to Xxxxxx Xxxxxxxx in the amount of CAD$3,491.88 (the
"Debt") and Patch has agreed to assume the Debt in partial consideration of the
relinquishment of certain interests in oil and gas properties by Xxxxxxxxx to
Patch, as detailed below; and
B. Tsafalas has agreed to accept Patch as debtor in the place of Xxxxxxxxx.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements contained herein and other good and valuable
consideration, the parties hereto covenant and agree as follows:
ASSUMPTION OF DEBT
1. Patch hereby absolutely and unconditionally assumes and accepts
responsibility for the payment of the Debt and agrees to indemnify and hold
harmless Xxxxxxxxx in respect thereof.
ACCEPTANCE OF PATCH
2. Tsafalas hereby absolutely and unconditionally accepts Patch as debtor in
substitution for Xxxxxxxxx and releases Xxxxxxxxx from any and all liability in
respect of the Debt.
CONVEYANCE
3. Xxxxxxxxx hereby conveys any and all of its interests in the Kerrobert oil
field located in Saskatchewan, Canada and all of its interests in the Manahuilla
Creek oil field in Goliad County, Texas, previously acquired from Patch, back to
Patch.
ENUREMENT
4. This Assignment will enure to the benefit of and be binding upon the parties
and their respective heirs, successors and permitted assigns.
GOVERNING LAW
5. This Assignment will be governed by and construed in accordance with the laws
of the Province of British Columbia.
COUNTERPARTS
6. This Assignment may be executed by the parties in separate counterparts and
by facsimile, each of which when so executed and delivered shall be an original,
but all counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF this Assignment has been duly executed by the parties on the
date first mentioned above.
XXXXXXXXX INTERNATIONAL CORPORATION PATCH INTERNATIONAL INC.
Per: /s/ XXXXX XXXXXX Per: /s/ XXXXX XXXXXXX
------------------------------- -------------------------------
Authorized Signatory Authorized Signatory
/s/ XXXXXX TSFALAS
------------------------------------
Xxxxxx Xxxxxxxx
ASSUMPTION OF DEBT
THIS ASSUMPTION AGREEMENT is dated April 15, 2005.
AMONG:
XXXXXXXXX INTERNATIONAL CORPORATION, a company incorporated
pursuant to the laws of the State of Nevada, having an office
address at Xxxxx 000, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
("Xxxxxxxxx")
AND:
PATCH INTERNATIONAL INC., a company incorporated pursuant to
the laws of the State of Nevada, having an office address at
Xxxxx 0000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
("Patch")
AND:
XXXXX XXX, executive, of Suite 1220, 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
("Cox")
WHEREAS:
X. Xxxxxxxxx is indebted to Cox in the amount of CAD$582.89 (the "Debt") and
Patch has agreed to assume the Debt in partial consideration of the
relinquishment of certain interests in oil and gas properties by Xxxxxxxxx to
Patch, as detailed below; and
X. Xxx has agreed to accept Patch as debtor in the place of Xxxxxxxxx.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements contained herein and other good and valuable
consideration, the parties hereto covenant and agree as follows:
ASSUMPTION OF DEBT
1. Patch hereby absolutely and unconditionally assumes and accepts
responsibility for the payment of the Debt and agrees to indemnify and hold
harmless Xxxxxxxxx in respect thereof.
-2-
ACCEPTANCE OF PATCH
2. Cox hereby absolutely and unconditionally accepts Patch as debtor in
substitution for Xxxxxxxxx and releases Xxxxxxxxx from any and all liability in
respect of the Debt.
CONVEYANCE
3. Xxxxxxxxx hereby conveys any and all of its interests in the Kerrobert oil
field located in Saskatchewan, Canada and all of its interests in the Manahuilla
Creek oil field in Goliad County, Texas, previously acquired from Patch, back to
Patch.
ENUREMENT
4. This Assignment will enure to the benefit of and be binding upon the parties
and their respective heirs, successors and permitted assigns.
GOVERNING LAW
5. This Assignment will be governed by and construed in accordance with the laws
of the Province of British Columbia.
COUNTERPARTS
6. This Assignment may be executed by the parties in separate counterparts and
by facsimile, each of which when so executed and delivered shall be an original,
but all counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF this Assignment has been duly executed by the parties on the
date first mentioned above.
XXXXXXXXX INTERNATIONAL CORPORATION PATCH INTERNATIONAL INC.
Per: /s/ XXXXX XXXXXX Per: /s/ XXXXX XXXXXXX
------------------------------- -------------------------------
Authorized Signatory Authorized Signatory
/s/ XXXXX XXX
-----------------------------------
Xxxxx Xxx
ASSUMPTION OF DEBT
THIS ASSUMPTION AGREEMENT is dated April 15, 2005.
AMONG:
XXXXXXXXX INTERNATIONAL CORPORATION, a company incorporated
pursuant to the laws of the State of Nevada, having an office
address at Xxxxx 000, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
("Xxxxxxxxx")
AND:
PATCH INTERNATIONAL INC., a company incorporated pursuant to
the laws of the State of Nevada, having an office address at
Xxxxx 0000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
("Patch")
AND:
GRAND SLAM RADIO INC., a company incorporated pursuant to the
laws of British Columbia, having an office address at Xxxxx
0000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
("Grand Slam")
WHEREAS:
X. Xxxxxxxxx is indebted to Grand Slam in the amount of CAD$6,089.29 (the
"Debt") and Patch has agreed to assume the Debt in partial consideration of the
relinquishment of certain interests in oil and gas properties by Xxxxxxxxx to
Patch, as detailed below; and
B. Grand Slam has agreed to accept Patch as debtor in the place of Xxxxxxxxx.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements contained herein and other good and valuable
consideration, the parties hereto covenant and agree as follows:
ASSUMPTION OF DEBT
1. Patch hereby absolutely and unconditionally assumes and accepts
responsibility for the payment of the Debt and agrees to indemnify and hold
harmless Xxxxxxxxx in respect thereof.
-2-
ACCEPTANCE OF PATCH
2. Grand Slam hereby absolutely and unconditionally accepts Patch as debtor in
substitution for Xxxxxxxxx and releases Xxxxxxxxx from any and all liability in
respect of the Debt.
CONVEYANCE
3. Xxxxxxxxx hereby conveys any and all of its interests in the Kerrobert oil
field located in Saskatchewan, Canada and all of its interests in the Manahuilla
Creek oil field in Goliad County, Texas, previously acquired from Patch, back to
Patch.
ENUREMENT
4. This Assignment will enure to the benefit of and be binding upon the parties
and their respective successors and permitted assigns.
GOVERNING LAW
5. This Assignment will be governed by and construed in accordance with the laws
of the Province of British Columbia.
COUNTERPARTS
6. This Assignment may be executed by the parties in separate counterparts and
by facsimile, each of which when so executed and delivered shall be an original,
but all counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF this Assignment has been duly executed by the parties on the
date first mentioned above.
XXXXXXXXX INTERNATIONAL CORPORATION PATCH INTERNATIONAL INC.
Per: /s/ XXXXX XXXXXX Per: /s/ XXXXX XXXXXXX
------------------------------- -------------------------------
Authorized Signatory Authorized Signatory
GRAND SLAM RADIO INC.
Per: /s/ XXXXX XXXXXXX
--------------------------------
Authorized Signatory
