Exhibit 10.24
STANDSTILL AGREEMENT
WHEREAS, Benz Energy, Ltd. ("Benz") entered into that certain Purchase
and Sale Agreement dated as of November 17, 1998 for the purchase of certain
oil and gas interests from, INTER ALIA, Xxxxxxx X. Xxxxxxxxx, Xx.
("Xxxxxxxxx") and The Starbucks Trust (the "Purchase Agreement"); and
WHEREAS, Benz has paid part, but not all, of the Purchase Price to
Xxxxxxxxx and The Starbucks Trust pursuant to the Purchase Agreement; and
WHEREAS, BENZ has now conveyed the oil and gas interests to its wholly
owned subsidiary, Texstar Petroleum, Inc. ("Texstar") for and in
consideration of the payment of the Purchase Price to The Starbucks Trust and
Xxxxxxxxx; and
WHEREAS, one or more of the Benz Entities owe certain indebtedness to
Xxxxxxxxx and The Starbucks Trust; and
WHEREAS, certain of the Benz Entities, including Xxxxxxxxx, The Starbucks
Trust, Texstar Holdings, L.L.C. and Security Oil, L.L.C. owe certain
indebtedness to one or more of the Benz Entities; and
WHEREAS, as a part of certain transactions by and between Benz, Texstar
and Shell Capital Inc. (the "Shell Transaction"), Benz and Texstar are
required to deliver an agreement whereby The Starbucks Trust and Xxxxxxxxx
agree to a deferment of payment of any amounts owing to them from Benz,
Texstar or any Affiliate (the "Benz Entities") until after the Termination
Date, as that term is defined in the Conveyance of Overriding Royalty
Interest (Terminable) dated December 28, 1998 by and between Texstar and
Shell (the "Deferment Period") and further agree not to pursue collection of
any such amounts from the Benz Entities during the Deferment Period; and
WHEREAS, Xxxxxxxxx and The Starbucks Trust are agreeable to the deferment
of payment of amounts owed to them by the Benz Entities and agree not to
pursue collection from the Benz Entities during the Deferment Period in
consideration of a mutual deferment by the Benz Entities to collect or risk
payment of amounts owed to them by Xxxxxxxxx, The Starbucks Trust, Texstar
Holdings L.L.C. ("Holdings") and Security Oil, L.L.C. ("Security").
NOW THEREFORE, for and in consideration of the mutual promises contained
herein and other good and valuable consideration which each undersigned party
hereby acknowledges receipt and acknowledges the sufficiency thereof, the
parties agree as follows:
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1.
Xxxxxxxxx and The Starbucks Trust agree to defer, suspend and waive
collection of the amounts owed to them by the Benz Entities, including an
agreement not to make demand for payment and an agreement not to file suit to
collect any such amounts, whether arising out of the Purchase Agreement or
otherwise, for a period of time ending upon the Termination Date (as that
term is defined in the Conveyance of Overriding Royalty Interest (Terminable)
dated December 28, 1998 by and between Texstar and Shell).
2.
The Benz Entities agree to defer, suspend and waive collection of the
amounts owed to them by Xxxxxxxxx, The Starbucks Trust, Holdings and
Security, including an agreement not to make demand for payment and an
agreement not to file suit to collect any such amounts, whether arising out
of the Purchase Agreement or otherwise, for a period of time ending upon the
Termination Date (as that term is defined in the Conveyance of Overriding
Royalty Interest (Terminable) dated December 28, 1998 by and between Texstar
and Shell).
3.
Each of the parties agree to suspend the running of the applicable
statutes of limitation for collection of the amounts owed for a period which
is the EARLIER of the Termination Date or December 31, 2003.
4.
The parties represent and warrant to each of the other parties as follows:
A. Benz is a corporation duly organized and validly existing under the
laws of the Yukon Territory; Texstar is a corporation duly organized and
validly existing under the laws of the State of Texas; Xxxxxxxxx is a
resident of Xxxxxx County, Texas; The Starbucks Trust is a trust created and
validly existing under the laws of the State of Texas; and Security is a
limited liability company duly organized and validly existing under the laws
of the State of Texas.
B. The execution, delivery and performance of this Agreement have been
duly and validly authorized by all requisite action on the part of each party.
C. The making and performance of this Agreement are within the powers of
each of the undersigned parties and do not and will not (i) violate any
provision of law or any rule, regulation, order, writ, judgment, decree, or
determination currently in effect having applicability to each party's
certificate of incorporation, bylaws, or trust indenture, as the case may be,
(ii) result in a breach of or constitute a default under any indenture, bank
loan, or credit agreement or instrument to which
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any of the undersigned parties are a party or by which such party may be
currently bound or affected, or (iii) result in or require the execution or
imposition of any mortgage, loan, pledge, annuity interest charge, or other
encumbrance upon any of the properties or assets of such party, and each of
the undersigned parties is not in default under any such order, writ,
judgment, decree, determination, indenture, agreement or instrument in any
way that now or in the future will materially adversely affect the ability of
such party to perform its obligations hereunder.
D. The Agreement has been duly executed and delivered on behalf of much
of the undersigned parties and this Agreement constitutes the legal, valid
and binding obligations of each of the undersigned parties enforceable
against it in accordance with the terms, subject, however, to bankruptcy,
insolvency, recapitalization and other laws affecting creditors's rights
generally and with regard to any equitable remedies, to the discoveries of
the court before which proceedings to obtain such remedies may be pending.
EXECUTED THIS 20 DAY OF DECEMBER, 1998.
BENZ ENERGY, LTD.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Vice President
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TEXSTAR PETROLEUM, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Vice President
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/s/ Xxxxxxx X. Xxxxxxxxx, Xx.
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XXXXXXX X. XXXXXXXXX, XX.
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THE STARBUCKS TRUST
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: Trustee
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TEXSTAR HOLDINGS, L.L.C.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Treasurer
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SECURITY OIL, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: Manager
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