STATE OF LOUISIANA
PARISH OF LAFAYETTE
ACT OF SALE
This Act of Sale is entered into on this ---- day of
March, 1997, by and between
XCL Ltd., a Delaware corporation, whose address
is 000 Xxx Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxx
00000, Taxpayer Identification Number 00-0000000,
represented herein by its duly authorized officer
Xxxxx X. Xxxxxx,
(hereinafter referred to as "Seller")
and
The Xxxxxxxxxx Group of Louisiana, Inc., a
Louisiana corporation, whose address is X.X.
Xxx 00000, Xxxxxxxxx, Xxxxxxxxx, 00000, Taxpayer
Identification Number 00-0000000, represented by
its duly authorized officer X. X. Xxxxx,
(hereinafter referred to as "Purchaser").
For and in consideration of the sum of Nine Hundred
Thousand and No/100 ($900,000.00) Dollars, paid as follows (a)
Seven Hundred Fifty Thousand and No/100 ($750,000.00) Dollars
cash paid; and (b) a promissory note in the amount of One Hundred
Fifty Thousand and No/100 ($150,000.00) Dollars executed by
Purchaser, as maker in favor of Seller, dated even date hereof,
bearing interest at the rate of 9.25% and payable in twenty-two
monthly installments unless accelerated at Seller's option under
the terms thereof (the "Promissory Note"), the receipt,
sufficiency and adequacy of which are hereby acknowledged, Seller
does hereby grant, bargain, sell, convey, transfer, and deliver
unto Purchaser with full warranty the property described on
Exhibit A attached hereto (the "Property").
TO HAVE AND TO HOLD said Property unto Purchaser, its
successors and assigns, forever.
Purchaser's lender, Iberia Savings Bank (the "Bank"), as a
condition to lending Purchaser money that will he used to pay the
cash portion of the consideration, has required Seller to waive
(a) Seller's vendor's lien, which lien arises by operation of law
under La.Civ.Code art. 3249 (securing the credit portion of the
consideration evidenced by the Promissory Note); and (b) Seller's
right to xxx for dissolution of this sale if Purchaser fails to
pay the credit portion of the consideration, which right arises
by operation of law under La.Civ.Code art. 2561, (Seller's lien
and other rights arising by operation of law under La.Civ.Code
arts. 3249 and 2561 shall hereinafter be referred to as "Seller's
Rights.") Seller hereby waives and disclaims Seller's Rights to
the extent that such rights arise by operation of law under
La.Civ.Code arts. 3249 and 2561. Seller intends to obtain a
mortgage from Purchaser and Purchaser intends to grant a mortgage
in favor of Seller, encumbering the Property and securing the
Promissory Note (the "XCL Mortgage"). The XCL Mortgage will be a
second lien on the Property subordinate to the mortgage granted
in favor of the Bank securing the Bank's loan to Purchaser.
Nothing contained herein is meant nor shall anything herein be
construed as a waiver or disclaimer by Seller of any rights it
may have in contract under the Promissory Note, the XCL Mortgage
or any other security agreements securing the Promissory Note.
The terms and provisions hereof shall extend to and be
binding upon the parties hereto, their heirs, designees,
successors, and assigns.
All taxes on the Property for the three years preceding
passage of this Act of Sale have been paid and the parties agree
that taxes for the current year shall be pro-rated.
All certificates required by the Louisiana Civil Code or
laws of the state are waived by the parties, who agree to hold
me, Notary harmless for the non-production thereof.
IN WITNESS WHEREOF, this instrument has been executed by
the parties hereto in the presence of the undersigned competent
witnesses on the date set forth above.
WITNESSES: SELLER:
XCL Ltd.
___________________________ ________________________________
Name:______________________ Xxxxx X. Xxxxxx
Vice President, General Counsel
and Secretary
___________________________
Name:______________________
PURCHASER:
The Xxxxxxxxxx Group of Louisiana, Inc.
__________________________ ____________________________________
Name:_____________________ X.X. Xxxxx
Vice President of Finance
__________________________
Name:_____________________
