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EXHIBIT 10.1
AGREEMENT FOR THE PURCHASE AND SALE
OF DRILLING EQUIPMENT
This Agreement for the Purchase and Sale of Drilling Equipment (this
"Agreement") is entered as of the 7th day of April, 1999 (the "Closing Date"),
by and between XXXXXX DRILLING USA, INC., a Delaware corporation ("Buyer"), and
BAYARD DRILLING, L.P., a Delaware limited partnership ("Seller").
Seller is the owner of certain drilling rigs, complete with all of the
associated machinery, supplies and equipment, and certain other equipment, all
as described on Exhibit A (collectively, the "Equipment"), and Seller desires to
sell the Equipment and Buyer desires to purchase the Equipment upon the terms
and conditions specified in this agreement.
NOW THEREFORE, in consideration of the mutual promises and obligations
set forth below, Buyer and Seller agree as follows:
1. Description and Price: Seller agrees to sell and Buyer agrees to
purchase all of Seller's right, title and interest in and to the
Equipment for the total purchase price of US $16,550,200 (the "Purchase
Price"). The Purchase Price constitutes the fair market value of the
Equipment as determined pursuant to an appraisal conducted by HADCO
International dated March 1999, copies of which have been delivered to
Buyer and Seller. The Purchase Price shall be paid to Seller on the
date of this Agreement in cash by wire transfer to an account of Seller
to be specified to Buyer in writing.
2. Representations and Warranties. Each of Buyer and Seller represents and
warrants to the other that its Board of Directors has authorized and
approved this Agreement and the Purchase Price, and has determined that
the Purchase Price constitutes the fair market value for the Equipment.
3. Closing: This transaction shall be closed in Houston, Texas as of the
Closing Date.
4. Conditions of Closing: At Closing, Seller shall deliver the following
documents to Buyer:
a. Documents satisfactory to Buyer demonstrating that Seller has
good and marketable title to the Equipment and that the
Equipment is free and clear of all mortgages, liens,
encumbrances and charges of any type or description
whatsoever; and
b. An executed Xxxx of Sale in the form of Exhibit B.
5. Delivery: Seller shall deliver the Equipment to Buyer at its current
location on the Closing Date. It is understood that possession, title
and risk of loss of and to the Equipment is to be transferred by Seller
to Buyer upon delivery.
6. Disclaimer of Warranty: THE EQUIPMENT IS BEING PURCHASED WHERE-IS,
AS-IS AND SELLER MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE
EQUIPMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY AND SELLER EXPRESSLY
DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS,
STATUTORY OR OTHERWISE, INCLUDING ANY AS TO FITNESS FOR A PARTICULAR
PURPOSE OR OTHERWISE.
7. Taxes: Buyer shall be responsible and liable for any sales taxes which
may be imposed by the State of Texas as a consequence of the purchase
and sale of the Equipment. Seller shall be responsible and liable for
the payment of all other taxes, fees, duties and charges (such as, by
way of illustration, property, use, excise, value added and other
similar taxes and/or direct or indirect sums in lieu thereof) which may
be imposed by any foreign, federal, state, county, local or other
authority as a consequence thereof, including any gross-up which may be
required to
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assure that Buyer does not incur any costs or expenses for such taxes,
fees, duties or charges other than sales tax specifically assumed by
Buyer under the preceding sentence. EACH PARTY SHALL INDEMNIFY, DEFEND
AND HOLD HARMLESS THE OTHER FROM AND AGAINST LIABILITY FOR TAXES IN
RESPECT OF WHICH IT HAS ASSUMED RESPONSIBILITY IN THIS CLAUSE 7.
8. Fees and Expenses: Seller shall be responsible for the payment of any
and all brokers or agents fees which may arise as a consequence of the
transaction, and Buyer shall be responsible for the payment of any and
all fees which may be associated with the conduct of searches for liens
or encumbrances of record upon the Equipment.
9. Interpretation and Modification: This writing is intended by the
parties as the final expression of their Agreement and is intended also
as a complete and exclusive statement of the terms of their Agreement.
This Agreement can be modified or rescinded only by a writing signed by
duly authorized representatives of both parties.
10. Waiver of Consequential Damages: Neither party shall be liable to the
other for special, indirect or consequential damages resulting from or
arising out of this Agreement, including, without limitation, loss of
profit or business interruptions, however same may be caused.
11. Assignment: This Agreement shall not be assigned by either Seller or
Buyer without the written consent of the other party, and no delegation
of any obligation owed, or of the performance of any obligation, by
either Seller or Buyer shall be made without the written consent of the
other party, provided, that Buyer may at any time, upon submission of
notice to Seller, assign all of its rights and delegate all of its
obligations under this Agreement and the documents referenced herein to
any of its affiliated companies. Any attempted assignment or delegation
shall be wholly void and totally ineffective for all purposes unless
made in conformity with this Clause 11.
12. Applicable Law: This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas, USA as
effective and in force on the date of this Agreement (excluding any
provisions of such laws which made the laws of another jurisdiction
applicable).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 7th day of April, 1999.
BAYARD DRILLING, L.P.
By: BAYARD DRILLING, L.L.C.,
its general partner
By:
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Xxxxxx XxXxxxxxx
Manager
XXXXXX DRILLING USA, INC.
By:
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Xxxxx X. Xxxxx
President
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EXHIBIT A
EQUIPMENT
ITEM DESCRIPTION FAIR MARKET VALUE
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Rig 11* Mid Continent U1220EB $1,263,100
Rig 12* Mid Continent U1220EB $1,240,000
Rig 15* Mid Continent U1220EB $1,225,000
Rig 16* Mid Continent U1220EB $1,270,100
Rig 17* Mid Continent U1220EB $1,242,500
Rig 18* Mid Continent U1220EB $1,244,600
Rig 22* National 1320UE $1,329,600
Rig 23* Xxxxxxx Denver 1500E $1,225,000
Rig 69* Mid Continent U1220EB $1,267,300
Motors Traction Motors $ 84,000
Mud Pumps Xxxxxxx Denver PZ9 $ 596,400
Generators Kato $1,620,000
SCR Houses IPS $ 980,000
Radiators Ace, Air Exchangers $ 600,000
Mud Agitators Lightin & Xxxxxx $ 28,000
Air Compressor Quincey & G Denver $ 185,900
Swivels G Denver, Nat, Oilwell $ 70,000
Hooks XX Xxxxxx $ 78,700
MRO Items 1 Lot of MRO Items $1,000,000
TOTAL FAIR MARKET VALUE: $16,550,200
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* Includes all associated machinery, supplies and equipment.
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EXHIBIT B
XXXX OF SALE
Seller, BAYARD DRILLING, L.P., for good and valuable consideration of US
$16,550,200, the receipt and sufficiency of which is hereby acknowledged, does
hereby sell, assign, grant, transfer and bargain to Buyer, XXXXXX DRILLING USA,
INC. the personal property described in Exhibit A (collectively, the
"Equipment").
Seller hereby represents and warrants to Buyer that Seller is the owner of the
Equipment, that the Equipment is free and clear of all liens, attachments and
encumbrances of any type or description and that Seller has the right, power and
authority to sell the Equipment and to make this Xxxx of Sale.
THE EQUIPMENT IS BEING PURCHASED WHERE-IS, AS-IS AND SELLER MAKES NO WARRANTY OF
ANY KIND WITH RESPECT TO THE EQUIPMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY
AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OR
CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING ANY AS TO FITNESS FOR A PARTICULAR
PURPOSE OR OTHERWISE.
Dated as of the __ day of April, 1999.
BAYARD DRILLING, L.P.
By: BAYARD DRILLING, L.L.C.,
its general partner
By: --------------------------
Xxxxxx XxXxxxxxx
Manager
