EXHIBIT 10.6
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (the "Agreement") is entered into by and
between THE UNION GROUP, INC. ("Indemnitor"), a Nevada corporation, and CABEC
ENERGY CORP. (the "Indemnitee"), a Delaware corporation.
WITNESSETH:
WHEREAS, on May 6, 1998, Indemnitee and Xxxxx Xxxxxx, Xx. ("Xxxxxx")
entered into that certain Stock Purchase Agreement, wherein Xxxxxx sold to
Indemnitee all of the issued and outstanding stock of Xxxxxx Capital Corp.
("CCC");
WHEREAS, CCC owns beneficially and of record an investment interest
(the "Interest") in 100% of the issued and outstanding stock of Cabec Energy
Industries, Inc., f/k/a Xxxxxx Manufacturing Corporation ("Xxxxxx"), a Texas
corporation, which is expressly subject to that certain (United States
Bankruptcy Court), Order Confirming Debtor's (Xxxxxx'x) Revised and Restated
Fourth Plan of Reorganization, as modified and entered on the Bankruptcy Court's
Docket on November 21, 1997, (the "Order"), with said interest entitling CCC to
the following:
After Xxxxxx'x creditors and other are paid in full pursuant to its
(Xxxxxx'x) Plan of Reorganization and other subsequent agreements, CCC will have
(a) a 15% non-dilutable equity interest (stock ownership) in the new
(post-bankruptcy) Xxxxxx, which is Tulsa Xxxxxx, Inc., an Oklahoma corporation,
and (b) a 3% royalty on gross sales of Tulsa Xxxxxx, Inc.'s products;
WHEREAS, CCC owns beneficially and of record 100% of the issued and
outstanding shares of the stock of Fleur-Xxxxx Corporation, a Texas corporation;
and
WHEREAS, CCC owns beneficially and of record 100% of the issued and
outstanding shares of the stock of Wyoming Pipe and Tool Corp., a Wyoming
corporation; and
WHEREAS, on August 24, 1998, Indemnitor and Indemnitee entered into
that certain Stock Purchase Agreement, wherein Indemnitee sold to Indemnitor all
of the issued and outstanding stock of CCC in exchange for all of the issued and
outstanding stock of Indemnitor; and
WHEREAS, Indemnitor is willing to grant Indemnification to Indemnitee
against any and all liability, debts, financial obligations, and/or costs
relating in any way to the Xxxxxx interests defined above, Fleur-Xxxxx
Corporation, Wyoming Pipe & Tool Corp., or any other energy related asset
formerly owned by Indemnitee; and
WHEREAS, Indemnitor has agreed to assume any and all financial
obligations of Indemnitee up to and through December 13, 1997.
NOW, THEREFORE, in consideration of the sum of $10.00 and other good
and valuable consideration, paid by Indemnitee to Indemnitor, the receipt and
sufficiency of which are hereby
Page 1
acknowledged and confessed, and in further consideration of the mutual
benefits to accrue to each party hereto as a result hereof, the parties agree
as follows:
AGREEMENT:
1. Indemnitor agrees to defend any and all actions, filed against
Indemnittee, whether at law or in equity, arising out of, resulting from, in
connection with, or relating to a claim by any party for damages, liability,
costs, or debts concerning Indemnitee's former energy related business, the
Xxxxxx Interest, Fleur-Xxxxx Corporation, Wyoming Pipe & Tool Corp., and any
energy related asset formerly owned by Indemnitee and/or any of its
subsidiaries, with the defense of any such action, whether at law or in equity,
to be at the sole cost and expense of Indemnitor.
2. Indemnitor agrees to indemnify and hold harmless Indemnitee
against any and all liability, damages, costs (including, but not limited to,
reasonable attorney's fees incurred by Indemnitee in defending or being joined
as a party to any action, at law or in equity), and debts (relating in any way
to the energy related assets and business formerly conducted by Indemnitee and
its subsidiaries) of any nature or kind whatsoever, arising out of, resulting
from, relating to, or in connection with the energy related assets and business
formerly conducted by Indemnitee and its subsidiaries.
3. Indemnitor agrees to assume any and all financial obligations
of Indemnitee, including, but not limited to, management contracts, salary
obligations, debts to third parties, income taxes, corporate franchise taxes, or
other financial obligations of Indemnitee up to and through December 13, 1997.
Notwithstanding the foregoing, Indemnitor is not assuming any financial
obligations of Indemnitee that relate in any way to the business of
manufacturing and sale of plastic pallets or the salary obligations due and
owing to any person that worked primarily in the plastic pallet manufacture and
sale portion of Indemnitee's business.
EXECUTED TO BE EFFECTIVE AS OF the 31 day of August, 1998.
INDEMNITOR:
THE UNION GROUP,
a Nevada corporation
By:
-----------------------------------------
Xxxxx Xxxxxx, Xx., President
INDEMNITEE:
CABEC ENERGY CORP.,
a Delaware corporation
By:
-----------------------------------------
Xxxxxxx Xxxx, President
Page 2
