Sunoco, Inc.
00000 Xxxxxx Xxxxx Xxxx.
Xxxxx 000
Xxxxxxx XX 00000
281 893 7780
August 27, 1999
TexEast Operating Company
X.X. Xxx 000000
Xxxxxx, XX 00000-0000
Attn: Xx. Xxx Xxxxxxxxx
Re: Crude Oil Purchase Agreement
Sunoco Reference No. 510364
Dear Xx. Xxxxxxxxx:
Reference is made to the above subject Crude Oil Purchase Agreement whereby
Sunoco, Inc. (R&M) will purchase all of the crude oil and condensate, produced
from the lease(s) listed on Exhibit "A".
This confirms our understanding that by mutual consent said agreement shall be
amended as follows:
Effective September 1, 1999, the Price will be:
5. Price. Sunoco's posted price for East Texas Sweet crude oil
(currently Sunoco's Col. 13), available in Sunoco's Crude Oil Price Bulletin
Summary and Exxon's posted price for East Texas Heavy Talco crude oil, available
in Exxon's Crude Oil Price Bulletin Summary as published, modified by the net
adjustment. Buyer and Seller agree that for all leases listed on the attached
Exhibit "A" and any additions thereto during the term of this agreement, the net
adjustment will be computed as set forth in Exhibit "A".
For pricing purposes, the oil delivered during any calendar month hereunder
shall be deemed to have been delivered in equal daily quantities during such
month.
Except as hereby specifically modified, all terms and conditions of said Crude
Oil Purchase Agreement shall remain in full force and effect.
Please acknowledge your agreement to this contract by signing below and mailing
or faxing a copy to:
Sunoco, Inc. (R&M)
Attn: Xxxxxxx Xxxx
00000 Xxxxxx Xxxxx Xxxx., Xxx. 000
Xxxxxxx, XX 00000
000-000-0000
FAX: 000-000-0000
If we do not receive a signed copy by mail or FAX within ten (10) business days
from the date of receipt of this amendment, we will take that as evidence of
your acceptance of this amendment to the above referenced agreement.
Agreed and accepted this __________ day of 19 ___.
TEXEAST OPERATING CO. SUNOCO, INC. (R&M)
By ____________________________ By (o/s)________________________
Xxx Xxxx
Title ___________________________ Title: Crude Oil Representative
------------------------
Date: 9-10-99
------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT "A"
------------------------------------------------------------------------------------------------------------------------------------
TEXEAST OPERATING COMPANY
------------------------------------------------------------------------------------------------------------------------------------
XXXX - 000000 revised 09/01/99
------------------------------------------------------------------------------------------------------------------------------------
EFF. SUNOCO QUALITY XXXX. NET
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
DATE PROP# LEASE NAME FIELD COUNTY/STATE OPERATOR ADJ. (-) ADJ.* (=) ADJ. + POSTED PRICE
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
10/01/96 0067950000 HAGANSPORT UNIT TALCO FRANKLIN/TX RGP ($1.25) $0.00 ($1.25) EXXON E TEX HVY
TALCO**
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
10/01/96 4058430000 XXXX XXX UNIT XXXX XXX WOOD/TX RGP ($1.25) $0.00 ($1.25) EXXON E TEX HVY
TALCO**
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
03/01/97 0122000000 CANTOS (10579) PINE XXXXX XXXX/TX TEXEAST $1.25) $0.00 ($1.25) EXXON E TEX HVY
(WOODBINE) TALCO**
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
EFF. SUNOCO TEMPORARY XXXX. NET
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
DATE PROP# LEASE NAME FIELD COUNTY/STATE OPERATOR MKTG. (-) ADJ* (=) ADJ. + POSTED PRICE
ADJ.
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
06/01/97 0129330000 XXXXXXX NE XXXXXXX NE PANOLA/TX RGP $1.55 $0.00 $1.55 EAST TEXAS SWEET
WATERFLOOD (COL 13)*
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
10/01/98 0129330000 XXXXXXX EAST TEXAS XXXXX/TX RGP $1.55 $0.00 $1.55 EAST TEXAS SWEET
(COL 13)*
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
07/01/98 0133540000 XXXXXXXX EAST TEXAS XXXXX/TX RGP $1.55 $0.00 $1.55 EAST TEXAS SWEET
(COL 13)*
--------- ---------- ------------------- ---------- ------------ --------- ---------- -- -------- -- -------- -- -------------------
11/01/98 0133520000 XXX X XXXXX BLOCK EAST TEXAS XXXXX/TX RGP $1.55 $0.00 $1.55 EAST TEXAS SWEET
122 (COL 13)*
------------------------------------------------------------------------------------------------------------------------------------
*AS POSTED IN SUNOCO'S CRUDE OIL PRICE BULLETIN SUMMARY
------------------------------------------------------------------------------------------------------------------------------------
**AS POSTED IN EXXON'S MONTHLY CRUDE OIL PRICE BULLETIN MINUS THE QUALITY ADJUSTMENT
------------------------------------------------------------------------------------------------------------------------------------
Sunoco, Inc.
00000 Xxxxxx Xxxxx Xxxx. Xxxxx 000
Xxxxxxx XX 00000
281 893 7780
August 20, 1999
TBX
Fax: 000-000-0000
Attn: Xxxx Xxxxx
DEAL CONFUMATION.
Re: New Deal - East Texas
Dear Matt:
Sunoco, Inc. (R&M) confirms the following deal:
COUNTY/STATE IMA POSTED PRICE
------------ --- ------------
All Xxxxx, Panola/Tx $1.55 Sunoco's East Texas Sweet
All Xxxxxxx/Tx ($1.25) Exxon East Texas Talco
Wood/Tx ($1.25) Exxon East Texas Talco
Franklin/Tx ($1.25) Exxon East TexasTalco
Sunoco agrees to an initial term of one (1) month, commencing. on September 1,
1999, and then month to month thereafter, unless terminated by either party upon
written notice.
If you have any questions, please contact me at 000-000-0000. Thank you for your
business.
Sincerely,
/s/ Xxx Xxxx
----------------------------
Xxx Xxxx
Crude Oil Representative
Sunoco, Inc.
00000 Xxxxxx Xxxxx Xxxx. Xxxxx 000
Xxxxxxx XX 00000
281 893 7780
July 30, 1999
Texeast Operating Company
Attn: Xxx Xxxxxxxxx
X.X. Xxx &000"
Xxxxxx, XX 00000-0000
FAX#: (000) 000-0000
RE: Sun Crude Oil Purchase Agreement #510364
Please accept this letter as formal notice of cancellation of the above
contract, effective 9/1/99 subject to renegotiation.
Should you have any questions, please feel free to call.
Sincerely,
/s/ Xxx Xxxx
-------------------------
Xxx Xxxx
Maketing Representative
Sunoco, Inc.
00000 Xxxxxx Xxxxx Xxxx. Xxxxx 000
Xxxxxxx XX 00000
000 000 0000
CRUDE OIL PURCHASE AGREEMENT
SUN REFERENCE NO. 5103 64
This agreement, made and entered into as of this 1st day of October
1996, by and between "Buyer" and "Seller" as follows:
Buyer: Seller:
Sun Company, Inc. (R&M) TexEast Operating Company, Inc.
("SUN") X.X. Xxx 000000
P. 0. Xxx 0000 Xxxxxx, Xx 00000-0000
Xxxxx, XX 00000
WITNESSETH:
WHEREAS, Seller owns or is authorized to sell all of the volumes of
crude oil and condensate produced from the properties described in Exhibit "A"
attached hereto, and
WHEREAS, Buyer desires to purchase and receive said crude oil and
condensate and Seller desires to sell and deliver said crude oil and condensate
in accordance with the terms of this agreement;
1. Sale and Purchase. Subject to the provisions hereof, Seller shall
sell to Buyer and Buyer shall purchase from Seller all of the crude oil and
condensate produced from the properties described in Exhibit "A" attached
hereto. Seller hereby commits and dedicates to the performance of this agreement
all of the crude oil and condensate produced from the lease(s) included on
Exhibit "A" attached hereto. The parties hereto, by mutual consent, may amend
this agreement at any time to include additional properties to Exhibit "A".
2. Term. This agreement shall remain in effect for an initial term of
six (6) months, commencing on October 1, 1996 and from month to month
thereafter, unless and until terminated by either party upon written notice
thereof given thirty (30) days in advance of the end of the primary term of this
agreement or any extension thereof.
3. Delivery Point. Delivery shall take place and title shall pass from
the Seller to the Buyer when the crude oil passes the outlet flange of the
Seller's lease facility to the receiving equipment of Buyer or Buyer's
designated agent.
4. Warranty of Title and Authority to Sell. Seller hereby warrants and
guarantees that the title to the portion of the crude oil sold and delivered
hereunder which is owned by Seller is free and clear of all liens and
encumbrances and warrants that as to the remaining portion of the crude oil sold
and delivered hereunder Seller has the right and authority to sell and deliver
said crude oil for the benefit of the true owners thereof. Seller further
warrants that the crude oil has been produced, handled, and transported to the
delivery point hereunder, in accordance with the laws, rules and regulations of
all governmental authorities having jurisdiction thereof Seller shall indemnify
and hold Buyer harmless from and against any and all cost, damage and expense
suffered and incurred by reason of any failure of the title so warranted or any
inaccuracy in the representation of Seller's right and authority to sell said
crude oil made herein.
5. Edge. Exxon's posted price for East Texas Heavy crude oil, available
in Exxon's Crude Oil Price Bulletin Summary as published, modified by the net
adjustment. Buyer and Seller agree that for all leases listed on the attached
Exhibit "A" and any additions thereto during the term of this agreement, the net
adjustment will be computed as set forth in Exhibit "A". The temporary marketing
adjustment currently equals forty-three cents ($0.43) per barrel. For pricing
purposes, the oil delivered during any given calendar month hereunder shall be
deemed to have been delivered in equal daily quantities during such month.
6. Manner of Payment. Subject to verification of deliveries, payment
for crude oil sold and delivered shall be made by check on or about the twelve
(12th) day of the month following the month of delivery. Payment shall be made
to the Seller utilizing Buyer's Division Order excluding taxes.
7. Taxes. Buyer is hereby authorized to withhold from the proceeds
allocable to the sale and delivery of crude hereunder the amount of severance
taxes levied by State and Federal Agencies.
8. Prevailing Document. In the event of any conflict between the
provisions of this agreement and the provisions of any applicable division
order executed in accordance with the terms hereof, the provisions of this
agreement shall control.
9. Quality Requirements. If the crude oil shall not meet East Texas
Heavy requirements at the delivering point, then Buyer shall have the right to
terminate this Crude Oil Purchase Agreement by giving thirty (30) days written
notice.
10. General Provisions. The General Provisions attached to this
agreement are made a part of this agreement.
ALL SIGNATURES MUST BE WITNESSED
SUN COMPANY, INC. (R&M)
Witness
By_______ /s/ _________________
Xxxx Xxxxxxx
_____ /s/ ___________________
Xxxxxx Xxxxxxx
Title: Crude Oil Representative
Date 10/22/96
TEXEAST OPERATING COMPANY INC.
Witness:
By_______ /s/ __________________
______/s/_____________________
Title_______(President)_________
-----------------------------------------------------------------------------------------------------------------------------------
EXHIBIT "A"
TEXEAST OPERATING COMPANY
-------------------------------------------------------------------- --------------- -- -------- -- -------- -- -------------------
XXXX - 000000
-------------------------------------------------------------------- --------------- -- -------- -- -------- -- -------------------
revised 11/01/98
------------- ------------ ------------------- -------- ------------ --------------- -- -------- -- -------- -- -------------------
TEMPORARY XXXX. NET
------------- ------------ ------------------- -------- ------------ --------------- -- -------- -- -------- -- -------------------
DATE PROP# LEASE NAME FIELD COUNTY/STATE MKTG. ADJ. - ADJ. = ADJ. POSTED PRICE
------------- ------------ ------------------- -------- ------------ --------------- -- -------- -- -------- -- -------------------
------------- ------------ ------------------- -------- ------------ --------------- -- -------- -- -------- -- -------------------
10/01/96 0067950000 HAGANSPORT UNIT TALCO FRANKLIN/TX $0.43 $0.00 $0.43 EXXON E TEX HVY
TALCO**
------------- ------------ ------------------- -------- ------------ --------------- -- -------- -- -------- -- -------------------
SUN COMPANY, INC. (R&M)
COPA GENERAL PROVISIONS
1. Existing Laws. This Agreement will be governed by existing laws of
the State of Texas.
2. Force Majeure. Neither party shall be liable to the other for
failure or delay in making or accepting deliveries hereunder to the extent that
such failure or delay may be due to compliance with acts, orders, regulations or
requests of any federal, state or local civilian or military authority or as a
result of insurrections, wars, rebellion, riots, strikes, labor difficulties,
action of the elements, disruption or breakdown of production or transportation
facilities, or any other cause, whether or not of the same class or kind,
reasonably beyond the control of such party.
3. Quality and Measurement. Seller warrants that all crude oil
purchased hereunder shall be of merchantable quality (that is, unaltered and
uncontaminated by any foreign substances or chemicals not normally associated
with oil) and suitability shall be determined within the Buyer's exclusive, good
faith opinion. Quantities of oil delivered hereunder shall be determined by a
method of measurement generally accepted within the industry including, but not
limited to, the use of automatic measuring equipment, tank gauges on 100% tank
table basis, and certified truck gauges and meters. Meters shall be proven in
accordance with the latest American Petroleum Institute standards. Volume shall
be measured in barrels of forty-two (42) U.S. Gallons as adjusted for
temperature to 60 degrees Fahrenheit, less deductions for basic sediment and
water and other impurities determined according to applicable API practices. Oil
containing basic sediment and water in excess of the quantity permitted by the
carrier's tariff shall be treated by Seller to render it merchantable. Tests for
quality shall be made at regular intervals by Buyer or Buyer's Agent in
accordance with recognized procedures. Each party shall have the right to have a
representative present to witness all tests and measurements but in the absence
of either party's representative, the results of the tests and measurements
performed by the Buyer shall be deemed to be conclusive.
4 Waiver. Failure by either party to object to any failure of
performance by the other party of any provision of this Agreement shall not
constitute a waiver of, or estoppel against, the right of such party to require
such performance by the other. Nor shall any such failure to object constitute a
waiver or estoppel with respect to any succeeding failure of performance.
5. Assignment. This Agreement shall not be assignable by either party
without the prior written consent of the other. Any attempted assignment without
such consent shall be void.
6. Compliance with Laws. Each party agrees that the performance of
this contract shall comply with all applicable state, federal and local laws.
Each party shall supply evidence of compliance, if required.
7. Security. If, in the reasonable opinion of either party, the
financial responsibility of the other party is or becomes impaired or
unsatisfactory, or if the other party fails to make any payment or delivery when
required, the requesting party may require satisfactory security to secure
performance or payment or both, whether by way of stand-by or documentary letter
of credit, guaranty, advance payment, or otherwise. Failure to provide the
required security shall constitute a material breach of the Agreement entitling
the requesting party to cancel or suspend its delivery obligation and to offset
any payments or deliveries due the other party under this Agreement or other
Agreements between the two parties.
8. Damages. The parties agree that in the event of a material breach of
this Agreement resulting from a repudiation of an obligation or a failure to
deliver or receive all or a material portion of the required quantities, the
non-breaching party shall be entitled to recover contract damages,
administrative costs for any cover or resale and any other costs including but
not limited to court costs and reasonable legal fees incurred in recovering such
damages.
9. Default. If the Seller fails to sell and deliver or the Buyer fails
to take delivery of or pay the purchase price for all of the Oil required to be
sold and delivered by the terms of this Agreement; or if either party fails to
establish any letter of credit required elsewhere in this Agreement; or if
either party becomes insolvent (defined for the purposes hereof as a failure to
meet its obligations as they become due); files a voluntary petition in
bankruptcy, or seeks reorganization, receivership, or arrangements with respect
to its debts; files an answer admitting any material allegation of any
insolvency petition filed pursuant to any insolvency act, whether federal or
state; applies for, consents to, or fails to obtain the dismissal or discharge
of an order for the appointment of a receiver or trustee for any substantial
part of its property or assets; or, fails to satisfy or to appeal from any
material judgment or attachment within 30 days from the date of entry; or if
either commits any other material breach of the terms of this Agreement and
fails to promptly cure such breach after notice by the other party, that party
shall be in default. In any such event the other party may cancel or suspend
deliveries or receipts or cancel this Agreement and offset any payments due the
other party under this agreement or other agreements between the two parties and
may do so without prejudice to any claim for damages or any other right or
remedy under this Agreement or applicable law.
10. Integration and Amendments. This Agreement, embodies the entire
understanding of the parties hereto and supersedes all prior negotiations,
understandings and agreements between them with respect to the entire matter
hereof. The provisions hereof may be waived, supplemented or amended only by an
instrument in writing signed by a duly authorized representative of each of the
parties hereto.
11. Severability. If any portion of this Agreement should be adjudged
illegal or unenforceable, the remainder of this Agreement shall continue to be
enforceable if commercially reasonable.
12. Notices. All notices, statements or other communications to be
given, submitted or made by either party to the other shall be sufficiently
given if in writing and sent by air mail, postage prepaid, or by telegraph,
telex, radio or cable to the address of such other party as specified on page
one of this Agreement. Either party may change its address for the purpose set
forth in this paragraph upon giving fifteen (15) days prior written notice to
the other party.
TEXEAST OPERATING COMPANY, INC. COPA 4 510364
INDEMNITY AGREEMENT
WHEREAS, TBX Resources, Inc. is a Texas corporation and has an active
Board of Directors.
WHEREAS, TBX Resources, Inc. desires to indemnify and hold each member
of the board of directors individually and collectively harmless from any and
all liability and expenses arising out of the exercise of their duties under
Texas law as a director of a Texas Corporation.
NOW, THEREFORE, in consideration of TBX Resources, Inc., for value
received and other good consideration, the receipt and adequacy of which is
hereby acknowledged, TBX Resources, Inc., hereby indemnifies and holds harmless
each member of the director of a Texas corporation absent fraud or gross
misconduct on the part of each director from any liability and expenses arising
the exercise of their duties under Texas law as a director of a Texas
corporation absent fraud or gross misconduct on the part of each director.
Said indemnification shall apply only during the term of office of each
director.
NOW, THEREFORE, the president of TBX Resources, Inc. is hereby
authorized to execute an individually indemnification agreement with each
director upon their election to the Board of Directors.
IN WITNESS WHEREOF, the undersigned has duly executed this Indemnity
Agreement as of this the 21st day of May, 1999
TBX RESOURCES, INC.
/s/
---------------------------
Xxxxxxx Xxxxxxxxx, Director
/s/
----------------------------
Xxxxxxxxx Xxxxx, Director
