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EXHIBIT 6.13
PURCHASE AND SELL AGREEMENT
DATE: MAY 4,2000
SUBJECT: XXXXXXXX #1 AND #2 XXXXX AND LEASE(S)
H & TC RR CO. SURVEY NO.75
AND XXXXXXXX XXXXXXXX SURVEY, A-282
JASPER COUNTY, TEXAS
PARTIES: XXXXXXX RESOURCES COMPANY, INC. (XXXXXXX), SELLER
COASTAL OIL & GAS USA, L.P. (COASTAL), BUYER
EFFECTIVE DATE: MAY 1, 2000
CLOSING DATE: ON OR BEFORE MAY 31, 2000
THIS AGREEMENT ENTERED INTO on the date recited
above between XxXxxxx and Coastal for the purchase and sale of
two producing xxxxx and the associated leases, contracts,
rights of way, equipment and appurtenances associated
therewith located, in Jasper County, Texas, more particularly
described in the attached Exhibit A.
SELLER'S COVENANTS:
1. Seller agrees at closing to deliver to Buyer an
assignment of all of Seller's right, title and interest
in and unto the lease(s) described in the attached
Exhibit A. The form of the assignment will be in the
form attached hereto as Exhibit B.
2. Seller agrees at closing to deliver all the files,
maps, data, logs, contracts, opinions, cuttings, cores,
or any other information in Seller's files to Buyer
F.O.B. Dallas, Texas.
3. Seller agrees to allow Buyer access to the xxxxx,
files, employees, or any other information which will
allow Buyer to conduct proper due diligence before
closing.
4. Seller agrees to deliver clear and marketable title
free of liens and encumbrances. Seller is not aware of
any liens or encumbrances at this time except for that
certain mortgage and pledge of collateral to Compass
Bank, Dallas, which will be removed at closing.
5. Seller does not warrant the condition of the tanks,
equipment, pipelines, or any other tools, machinery,
devices or any other tangible thing involved in the
xxxxx or equipment and sells the same "as is".
6. Seller warrants that the person(s) executing the
assignment have the capacity to sign the assignment on
behalf of Seller and are acting with the authority of
Seller.
7. Seller knows of no litigation, threatened litigation or
outstanding claims which might result in litigation
from the Seller's ownership or operation of the
properties.
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8. Seller warrants there are no outstanding obligations to
any employees or contract employees which affect the
properties and will hold Buyer harmless from such
claims if they arise.
9. Seller has made Buyer aware of the name and phone
number of the pumper for the xxxxx and has no written
contract with the pumper. Buyer has indicated that
pumper is an independent contractor and may be
terminated without cause and with 30 days notice.
10. Seller agrees to execute upon closing letters in lieu
of transfer orders to the purchasers of the oil and gas
from the xxxxx and will forward any revenues received
by Seller for oil or gas sold after the effective date
to Buyer.
11. Seller warrants that all taxes are paid to date.
12. Seller agrees at closing to deliver a properly executed
change of operator form which is required by the Texas
Railroad Commission for each of the xxxxx.
13. Seller stipulates there are no gas imbalances on the
property and that the current oil purchaser is Gulfmark
Energy, Inc., subject to a month-to-month contract and
the current gas purchaser is the Vastar Silsbee Plant
subject to the terms of the oil and gas lease.
BUYER'S COVENANTS:
1. Buyer agrees at closing to deliver $982,751.00 (US) in
good funds to Seller.
2. Buyer agrees that it has had the opportunity to inspect
the files, xxxxx, location and any other information in
the possession of the Seller and upon closing will have
satisfied itself with the available information.
3. Buyer acknowledges that it will take delivery of the
assignment in the form attached hereto as Exhibit B and
will record said assignment within 30 days after
closing and will deliver a recorded copy of the
assignment to Seller.
4. Buyer agrees that it will file the necessary change of
operator forms with the Railroad Commission of the
State of Texas within 10 days after closing and will
immediately send a copy of the filed change of operator
to the Seller.
5. Buyer agrees that it is purchasing the property, xxxxx
and equipment "as is" and waives any recourse against
the Seller for the condition of same.
6. Buyer has inspected the properties and accepts them "as
is" and waives all claims against the Seller for any
environmental or surface damages which may exist at the
time of closing.
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7. Buyer agrees that it has verified that all taxes were
paid at the time of closing and waives any future claim
for tax assessments against the Seller.
8. Buyer warrants that the person(s) executing this
agreement have the authority and capacity to execute
the agreement on behalf of the Buyer.
The terms and conditions herein reflect the entire agreement
between the Buyer and Seller and the execution of this
agreement by each reflects the understanding of both parties
of the conditions of sale and transfer of ownership of the
properties.
Executed this 4th day of May, 2000 for XxXxxxx Resources
Company, Inc, (Seller) by:
/s/ XXXXX X. XXXXXXX
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Xxxxx X. XXXxxxx, President
Executed this 31st day of May, 2000 for Coastal Oil & Gas
USA, L.P., (Buyer) by:
Coastal Oil & Gas Corporation
Its General Partner
/s/ XXXXXXX X. XXXXXX
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By: Xxxxxxx X. Xxxxxx
Senior Vice President
[SEAL]
