XXXXX PURCHASE AGREEMENT
This Purchase Agreement is being made and entered into
between Xxxxx Oil Company, St. Xxxxx Oil Company, and Jenex
Operating Company, this seventh day of April, 1998. Xxxxx Oil
Company of 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, is
hereafter referred to as "Xxxxx", Jenex Operating Company of 0000
Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, is hereafter
referred to as "Jenex", and St. Xxxxx Oil Company of X.X. Xxx
0000, Xxxxxxxxx Xxxxxx, 00000, is hereafter referred to as "St.
Xxxxx".
RECITALS
St. Xxxxx owns certain producing leases on which Jenex is
the operator of certain oil and gas xxxxx in Oklahoma. St. Xxxxx
desires to sell these operated xxxxx for cash to Xxxxx. Xxxxx is
interested in purchasing these xxxxx from St. Xxxxx. Jenex is
the operator of these xxxxx and has agreed to rebate a fixed
portion of the operating revenues to Xxxxx.
AGREEMENT
1. Xxxxx hereby agrees to buy the following leases from St.
Xxxxx, and the operating xxxxx thereon commonly known as the
Mueggenborg, Duncan, Xxxxxx Xxxxx, Miller, Dickerson, and
one-half of the Xxxxxx, which leases and xxxxx are more
particularly described on Exhibit "A", attached hereto and
by this reference incorporated herein. The leases shall
include all the interest of St. Xxxxx in these mineral
estates. All operated xxxxx, all equipment, inventory,
receivables, and rights and offsets are included, except for
the Xxxxxx well in which St. Xxxxx is conveying 1/2 of its
leasehold interest, the other half being conveyed to Xxxxx
Petroleum Corporation.
2. St. Xxxxx hereby agrees to convey to Xxxxx the leases set
out on Exhibit "A" by Quit Claim deed effective April 1,
1998, including all of St. Xxxxx net revenue interest, which
includes all of its present leasehold estate except in the
Xxxxxx well in which is included 1/2 of St. Xxxxx' leasehold
estate. Such leases will be conveyed by quitclaim
assignment with a stipulation that purchaser will assume
full responsibility for all leases in their present
condition, including any and all environmental or remedial
work which should be attributed to a non-operating working
interest. A sample of such quitclaim assignment is attached
hereto as Exhibit "B".
3. The consideration to be paid by Xxxxx for the assignment of
the leases as described on Exhibit "A", shall be $208,000.
The consideration shall be paid by wire transfer or
cashier's check at closing.
4. Jenex hereby agrees to provide a credit of $150 dollars per
month for each well being purchased by Xxxxx, as long as the
lease is held by Xxxxx. The total credit will be $150 per
well, for six xxxxx, or a total of $900 per month. This
credit is available only to Xxxxx, and is not transferable
to any subsequent purchaser.
5. This Purchase Agreement has been approved by the Board of
Directors of Xxxxx and Xxxxx has authorized its President to
enter into this Agreement. Xxxxx represents that it is in
the oil and natural gas business and will conduct its own
due diligence with respect to these leases.
6. St. Xxxxx hereby represents and warrants that it is a Nevada
Corporation, that it has full authority to enter into this
Agreement, that Xxxxx Xxxxxx, the officer, executing this
Agreement is duly authorized, that it has full authority to
sell the leases being conveyed, and that it is not aware of
any information with respect to these leases which is not
available to Xxxxx through Jenex Operating Company, at 0000
Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000; that such
leases are free and clear of any liens and encumbrances, and
there are no claims or litigation threatened or filed with
respect to these leases.
7. Jenex Operating Company hereby represents and warrants that
it is a Colorado Corporation, that this Agreement has been
duly authorized by its Board of Directors, and that this
Agreement is binding on Jenex, effective with the transfer
of all ownership in Jenex Operating Company to Xxxxx
Petroleum Corporation.
8. Closing shall take place at the offices of Jenex Operating
Company at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000
at 10:00 A.M. on April 8, 1998. Notwithstanding the date of
closing, the effective date of all Assignments of the leases
shall be midnight, March 31, 1998.
9. All revenue prior to the effective date shall belong to St.
Xxxxx and all revenue subsequent to the effective date shall
belong to Xxxxx. All joint interest xxxxxxxx, expenses, and
costs of the well prior to the effective date shall be paid
by St. Xxxxx, and after the effective date by Xxxxx.
10. This Agreement is being entered into in the State of
Colorado, and Colorado law shall apply for all purposes.
11. This Agreement shall be binding upon the parties hereto,
their successors, transferee's, or assigns.
12. This Agreement shall be executed in counterparts, each of
which shall be an original.
13. Xxxxx Oil Company shall have the sole right to make any
public announcement of this purchase.
In witness whereof, the parties hereto have made in entered
into this Purchase Agreement, the day and year first above
written.
Attest:
Xxxxx Oil Company
Attest:
Jenex Operating Company
Attest:
St. Xxxxx Oil Company
C:\WORD\LEGAL\AGREEMNT\CROFFPUR.DOC
EXHIBIT "A"
Xxxxxx #1 T22N-R18W-Sec. 20
Xxxxxxxx County, Oklahoma
One-half St. Xxxxx
interest in this
well
Xxxxxx T22N-R18W-Sec. 29
Xxxxxxxx County, Oklahoma
Xxxxxx Xxxxx T9N-R10W-Sec. 11
Caddo County, Oklahoma
Xxxxxxxxx T15N-R5W-Sec. 34
Kingfisher County, Oklahoma
Xxxxxxxxxxx T15N-R5W-Sec. 35
Kingfisher County, Oklahoma
Xxxxxx T9N-R25E-Sec. 21
XxXxxxx County, Oklahoma
