Exhibit 10.8
ASSET PURCHASE AGREEMENT
AGREEMENT made this 15th day of January, 1997, by and between the parties
signatory below in the capacity of Sellers ("SELLERS"), and United States
Exploration, Inc. (hereinafter "BUYER").
WITNESSETH:
1. Assets. SELLERS agree to sell, and BUYER agrees to purchase and pay
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for, all of SELLERS' right, title and interest in and to the oil and gas leases
located in ▇▇▇▇▇ and ▇▇▇▇▇ Counties, Oklahoma, described in Exhibit "A" attached
hereto, together with the equipment located thereon and used in connection
therewith.
2. Purchase Price. The purchase price for the Assets is the sum of:
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ONE MILLION THREE HUNDRED THOUSAND AND 00/100 DOLLARS
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($1,300,000.00)
3. Payment. The purchase price shall be paid in cash or certified funds
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at closing.
4. Conveyance. At closing, SELLERS agree to convey the Assets to BUYER,
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or BUYER'S designee, by good and sufficient Assignment and ▇▇▇▇ of Sale.
5. Title. SELLERS warrant title to the Assets sold, free and clear of
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any adverse liens, claims or encumbrances.
6. Taxes. SELLERS shall pay all severance, production and ad valorem
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taxes assessed against the Assets for 1995 and prior years. 1996 taxes shall be
prorated to the Effective Date.
7. Condition. The Assets are sold "AS IS, WHERE IS" without warranty
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as to fitness, condition, suitability, performance, future performance,
productivity or reserves.
8. Operations. BUYER assumed operation as of the Effective Date and
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shall bear and pay all operating costs incurred from and after such date.
9. Revenues. BUYER shall be entitled to receive all revenues
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attributable to the Assets from and after the Effective Date, and SELLERS shall
make settlement therefor at or before closing.
10. Assumption of Obligations. From and after the Effective Date, BUYER
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(or BUYER'S designee for conveyance) shall assume all plugging and regulatory
compliance obligations with respect to the assets.
11. Effective Date. This transaction shall be effective for all purposes
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as of November 1, 1996.
12. Closing. This transaction shall be closed on or before January
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31, 1997, at a mutually convenient location.
13. Counterparts. This agreement may be executed by the parties in
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multiple counterparts, and when so executed by all of the parties shall be as
effective as if a single instrument was signed by all.
14. Amendment. This Agreement may be amended only by written
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agreement signed by all of the parties.
15. Merger. This Agreement supersedes all prior discussions,
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negotiations, understandings and agreements between the parties with respect to
the subject matter.
16. Binding Effect. This Agreement shall be binding upon, and shall
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inure to the benefit of, the parties hereto, their successors and assigns.
IN WITNESS WHEREOF, this Agreement is executed the day and year first
above written.
FIVE STAR PETROLEUM, INC. UNITED STATES EXPLORATION, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President Title: President
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Exhibit "A"
"▇▇▇▇" Lease
The following two oil and gas leases cover portions of the land described
as the southeast Quarter (SE/4) of Section 9-T20N-R2W, Noble County, Oklahoma:
Dated: November 14th, 1990
Lessor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a widow
Lessee: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ d/b/a ▇▇▇▇▇ Oil Company
Recorded: November 19th, 1990 in Book 431 at Page 436
Dated: November 14th, 1990
Lessor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a widow
Lessee: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ d/b/a ▇▇▇▇▇ Oil Company
Recorded: November 19th, 1990 in Book 431 at Page 433
Major Equipment
▇▇▇▇ #1 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇/▇-▇▇ Engine
▇▇▇▇ #2 114 Hercules W/A-106 Engine
▇▇▇▇ Tank Battery
2-300 BBL St. Tanks
1-300 BBL F.S.W. Tank
1-4x20 Heater Treater
1-30x10 Gas Separator
▇▇▇▇ #3 160 National W/503 Fairbanks Engine
▇▇▇▇ 3 Tank Battery
2-300 BBL Steel Tanks
1-210 Fiberglass Tank
1-30x10 Gas Separator
1-4x10 Heater Treater
"▇▇▇▇" Lease
The following oil and gas lease covers the land described as the Southeast
Quarter (SE/4) in Section 19-T17N-R4W, ▇▇▇▇▇ County, Oklahoma:
Dated: October 10th, 1990
Lessor: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, trustee of the ▇.▇. "▇▇▇▇" ▇▇▇▇▇
Revocable Trust uta originally dated September 10th,
1982, as amended December 7th, 1982 and October 7th,
1983, and as amended and restated on April 29th, 1985.
Lessee: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ d/b/a/ ▇▇▇▇▇ Oil Company and ▇▇▇▇▇ ▇.
▇▇▇▇▇
Recorded: October 25th, 1990 in Book 1227 at Page 144
Major Equipment
▇▇▇▇ #1 228 American W/96 Arrow Engine W/40 H.P. Motor
▇▇▇▇ #2 228 CMI W/96 Arrow Engine W/40 H.P. Motor
▇▇▇▇ #3 320 Lufkin W/106 Engine W/40 H.P. Motor
▇▇▇▇ SWD 2-200 BBL Salt Water Tanks-Triplex Pump
▇▇▇▇ Tank Battery
6-300 BBL Steel Tanks
1-300 BBL Fiberglass Tank
2-4x10 Heater Treaters
1-30x10 Gas Separator
"▇▇▇▇▇▇▇" Lease
The following oil and gas leases cover the land described as East Half of
the Southwest Quarter (E/2 SW/4) in Section 19-T17N-R4W, ▇▇▇▇▇ County, Oklahoma:
Dated: August 10th, 1962
Lessor: ▇▇▇▇ ▇▇▇▇▇▇▇, A widow
Lessee: Allied chemical Corporation
Legal: West 30 acres of the South 90 acres of the E/2
W/2 of Section 19-T17N-R4W
Recorded: Book 438 at Page 1
Dated: August 10th, 1962
Lessor: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a widow
Lessee: Allied chemical Corporation
Legal: North 70 acres of the E/2 W/2 and East 60 acres of E/2
W/2 of Section 19-T17N-R4W the South 90 acres of the
Recorded: Book 438 at Page 3
Major Equipment
▇▇▇▇▇▇▇ #1 Lufkin 160 W/40HP
▇▇▇▇▇▇▇ #2 Lufkin 160 W/40HP
▇▇▇▇▇▇▇ Tank Battery
2-210 BBL Stock Tanks
1-30x10 Gas Separator
1-4x20 Heater Treater
1-210 Fiberglass Salt Water Tank
"▇▇▇▇▇" Lease
the following oil and gas leases covers the land described as the Northwest
Quarter (NW/4) in Section 30-T17N-R4W, ▇▇▇▇▇ County, Oklahoma:
Dated: December 15th, 1961
Lessor: M.T. ▇▇▇▇▇, Jr. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trust pursuant
to Trust Agreement dated July 1st, 1953 Lessee:
▇▇▇▇▇▇▇▇ Petroleum Company
Recorded: Book 428 at Page 40
Dated: July 25th, 1966
Lessor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Lessee: ▇.▇. ▇▇▇▇▇
Recorded: Book 494 at Page 402
Dated: September 28th, 1966
Lessor: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Lessee: ▇.▇. ▇▇▇▇▇
Recorded: Book 495 at Page 227
Dated: September 30th, 1966
Lessor: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Lessee: ▇.▇. ▇▇▇▇▇
Recorded: Book 495 at Page 230
Dated: September 30th, 1966
Lessor: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Lessee: ▇.▇. ▇▇▇▇▇
Recorded: Book 495 at Page 233
Dated: March 6th, 1964
Lessor: ▇▇▇▇ ▇▇▇▇▇, et al.
Lessee: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Recorded: Book 458 at Page 70
Dated: March 6th, 1964
Lessor: ▇▇▇▇▇ ▇▇▇▇▇▇▇, widow
Lessee: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Recorded: Book 458 at Page 216
Dated: March 6th, 1964
Lessor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, et ux.
Lessee: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Recorded: Book 458 at Page 218
Dated: March 6th, 1964
Lessor: ▇▇▇▇▇ ▇. ▇▇▇▇▇, a widower
Lessee: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Recorded: Book 458 at Page 220
Dated: April 10th, 1964
Lessor: ▇.▇. ▇▇▇▇▇
Lessee: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Recorded: Book 458 at Page 647
Dated: April 8th, 1964
Lessor: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Lessee: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Recorded: Book 458 at Page 649
Dated: October 13th, 1966
Lessor: Respondents under Oklahoma Corporation Commission
Pooling Order ▇▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇. ▇▇▇▇▇
Lessee: Applicant: HAP Drilling Company
Major Equipment
▇▇▇▇▇ #1 320 Emsco Pumping ▇▇▇▇
▇▇▇▇▇ #▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇/▇-▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ #3 ▇▇▇ ▇▇▇ ▇/▇-▇▇▇ Engine
▇▇▇▇▇ Tank Battery
2-210 BBL Stock Tanks
1-100 BBL Salt Water Tank
1-4x20 Heater Treater
1-30x10 Gas Separator
