EXHIBIT 10.5
ESCROW AGREEMENT
THIS AGREEMENT is executed this 8th day of November, 2000, by
BANCFIRST, an Oklahoma banking corporation ("the Escrow Bank"), ENERGAS
RESOURCES INC., a British Columbia, Canada corporation ("Energas"), and XXXXX
X. XXXXXX, XXX and XXXXXX XXXXX, XXXXX X. XXXXXX, XXXXXXX X. and XXXXXX
X'XXXXXX, XXXXX X. and XXXXXX XXXXX LIVING TRUST, XXXX and XXXXX XXXXXXX, and
XXXX X. XXX, herein referred to, individually, as "Seller" and, collectively,
as "Sellers", and FIRST NATURAL GAS, INC. ("the Company"), an Oklahoma
corporation.
RECITALS
(a) Attached hereto and made a part hereof as Exhibits A, B and C,
respectively, are Stock Purchase Agreement, dated August 26, 2000, as amended
by Amendment to Stock Purchase Agreement, dated September 23, 2000, as
amended by Second Amendment to Stock Purchase Agreement, dated October 30,
2000, as amended by Third Amendment to Stock Purchase Agreement, dated
November 8, 2000, by and between Sellers and Energas, and herein referred to,
collectively, as "the Agreement".
(b) The Agreement provides, in Paragraphs 2(a), 7(c), (d) and (f),
and 9, for an escrow agent to be appointed by, and to perform certain duties
for, Energas and Sellers under the terms of the Agreement.
AGREEMENT
1. APPOINTMENT OF ESCROW AGENT. Energas and Sellers hereby appoint
the Escrow Bank as the escrow agent under and pursuant to the terms of the
Agreement. The Escrow Bank hereby accepts said appointment and agrees to
perform the duties imposed upon the escrow agent in the Agreement.
2. OPENING OF SPECIAL ACCOUNT. As required in Paragraph 2(a) of the
Agreement, the Company has opened a special bank account with the Escrow Bank
and the Company agrees to comply with its obligation to make monthly payments
of net income, first on the interest payments to Sellers and the balance into
the special bank account, all as required in said Paragraph 2(a). The account
number for the special account in the Escrow Bank is No. _____________. The
style of the account is "First Natural Gas - Energas Special".
3. LIMITATIONS ON OBLIGATIONS OF ESCROW BANK.
(a) The Escrow Bank shall act as a stakeholder and shall
not be responsible for the genuineness, validity, sufficiency or
collectibility of funds or documents deposited with it under the terms of the
Agreement. The Escrow Bank shall not be required to determine the existence
of any fact or decide any questions of law. It shall not be liable in any
respect on account of identity, authority or rights of the persons executing
or delivering or purporting to execute or deliver any such document, paper or
funds, its duties hereunder being limited to the safekeeping of such funds,
instruments or documents received by it as escrow agent, and for the delivery
of the same in accordance with the Agreement.
(b) The Escrow Bank, as part of the consideration for the
acceptance of this escrow, will not be liable for any acts or omissions done
in good faith, nor for any claims, demands or losses, nor for any demands
made or suffered by any party to this escrow, except such as may arise
through or be caused by its bad faith or gross negligence.
4. FEES OF ESCROW BANK. The Escrow Bank's fee in the amount of
$1,000.00 and expenses shall be paid by Energas. In addition, the Escrow Bank
shall be entitled to reasonable compensation, including attorney's fees and
expenses for unusual circumstances or in the event it
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is necessary to seek an order by a court, in which case it may employ
attorneys for the reasonable protection of the escrow property and of itself
and shall have the right to reimburse itself out of any funds in its
possession for costs, expenses, attorney's fees and its compensation and
shall have a lien on all money, documents or property held in escrow to cover
the same.
5. SPOKESPERSONS FOR THE PARTIES. For all purposes of the Agreement
as well as this Escrow Agreement, and for the purposes of any instructions to
the Escrow Bank and for any communications, the parties hereto appoint the
following as their individual spokesman for all purposes:
For Energas: Xxxxxx X. Xxxx, President
0000 X.X. Xxxxxxxxxx, Xxxxx 0000-X
Xxxxxxxx Xxxx, XX 00000
Telephone Number: (000) 000-0000
Fax Number: (000) 000-0000
whose signature is as follows:
/s/ Xxxxxx X. Xxxx .
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For Sellers and
the Company: Xxxxx X. Xxxxxx, Individually and as
President of the Company
Xxxxx 0, Xxx 00
Xxxxxxx, XX 00000
Telephone Number: 000-000-0000
----------------------
Fax Number: 000-000-0000
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whose signature is as follows:
Xxxxx X. Xxxxxx .
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For Escrow Bank: BancFirst - Xxxxxx X. Xxxx
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Title Vice President
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Address 000 X. Xxxxxxxx - Xxxxx 000
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Telephone Number (000) 000-0000
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Fax Number (000) 000-0000
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6. EXECUTION IN COUNTERPART. This agreement may be executed by the
parties in individual counterpart copies and if each party executes a
counterpart copy, it shall have the same effect as if all parties had executed
the same copy. Provided, however, until all parties have signed a counterpart
copy, there shall be no agreement.
7. SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and
shall enure to the benefit of the respective successors and assigns of the
Escrow Bank, Energas, Sellers, and the Company.
Dated and executed as of the day, month and year first shown above.
BANCFIRST
By: /s/ Xxxxxx X. Xxxx
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Vice-President
-----------------------------(title)
ENERGAS RESOURCES INC.
By: /s/ Xxxxxx Xxxx
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President
FIRST NATURAL GAS, INC.
By: /s/ ILLEGIBLE
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President
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxx Xxxxx
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Xxx Xxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
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/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. X'Xxxxxx
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Xxxxxxx X. X'Xxxxxx
/s/ Xxxxxx X'Xxxxxx
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Xxxxxx X'Xxxxxx
Xxxxx X. and XxXxxx Xxxxx Living Trust
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Trustee
and
By: /s/ XxXxxx Xxxxx
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XxXxxx Xxxxx, Trustee
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ Xxxx X. Xxx
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Xxxx X. Xxx
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