ASSET AND STOCK PURCHASE AGREEMENT
Exhibit 10.1
ASSET AND STOCK PURCHASE AGREEMENT
This Asset Purchase Agreement (“Agreement”) is entered into as of the 1st day of January 2004 (“Effective Date”) between PRODUCTION RESOURCES, INC. (“PRI”) XXXX X. XXXXXX (“Xxxxxx”) and American Energy Production Inc. (“Purchaser)
RECITALS:
X. Xxxxxx is the owner of one thousand (1,000) shares of common stock of PRI, being all of its outstanding capital stock. PRI is the owner of certain oil and gas leases situated in Xxxxxx County, Texas together with the xxxxx thereon and various items of equipment and personal property located on or about the leases or used in connection therewith, which Leases are more particularly described in Exhibit “A” attached hereto and made a part hereof.
B. PRI and Xxxxxx desire to sell and Purchaser desires to purchase all of the assets and stock of PRI and each has agreed that the sale should be consummated under the terms and conditions hereof.
TERMS OF AGREEMENT:
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PRI, Xxxxxx and Purchaser covenant and agree as follows:
1. Agreement to Sell Assets/Excluded Items. As of Closing (hereinafter defined), PRI hereby agrees to sell to Purchaser one hundred percent (100%) of the assets of PRI, save and except the excluded assets described herein (collectively, the “Assets”). Excluded from this sale and reserved to PRI shall be (a) all Xxxxxx Electric Cooperative Capital Credits in PRI’s name or in its predecessor’s name, Jenex Operating Company, (b) an overriding royalty interest in the Leases equal to 5% of 100%, and (c) any check from Superior Crude Gathering payable to PRI for any production sold from the Leases prior to the Effective Date above which the parties hereto stipulate may be endorsed by Xxxxxx as President of PRI and negotiated when received.
2. Purchase Price. The Purchase Price to be paid by Purchaser to PRI (or on PRI’s behalf directly to third party banks described herein) for the Purchase Shares shall be comprised of ($800,000.00) [the “Purchase Price”] payable as $400,000.00 worth of
AMEP restricted 144 common shares plus Purchaser’s execution and delivery to PRI of a Secured Convertible Debenture in the original principal sum of $400,000.00 and payable as follows: [See “Exhibit B”]
The obligations of Purchaser to pay the Purchase Price as evidenced by the Secured Convertible Debenture described above shall be secured by Purchaser’s execution of a Deed of Trust and Security Agreement (and accompanying UCC-1) granting to PRI a first lien on the Assets.
3. Payments At Closing In Addition To Purchase Price. [Insert any agreed reimbursements or payments]
4. Employment of Xxxxxx. Subsequent to Closing, Purchaser shall employ Xxxxxx at a salary equal to (a) $5,000.00 per month net of withholding and FICA taxes; plus (b) health insurance coverage for Xxxxxx (and if Xxxxxx elects at his own expense, coverage for his spouse); plus (c) a 3/4 –ton pickup licensed for highway use (including Xxxxxx’x reasonable personal usage) suitable for hauling equipment, including Purchaser’s payment of all purchase installments, license fees, insurance and fuel. Xxxxxx agrees to serve as a superintendent of field operations for a minimum of the length of term of the Secured Convertible Debenture, health permitting. The employment terms set forth herein shall be evidenced by a written Employment Agreement executed by the parties at Closing.
5. Option to Acquire PRI Stock. At Purchaser’s option, at such time as the Purchase Price is paid in full, Purchaser may purchase all of the outstanding stock of PRI for ten dollars ($10.00) plus the cost of any document preparation by any attorney engaged by Purchaser to assist with the purchase transaction.
6. Operations by PRI. Upon Closing, Xxxxxx shall cause the PRI P-5 to be amended to reflect new officers. Operations by PRI subsequent to Closing, but prior to acquisition of the PRI Stock by Purchaser shall be without charge other than the actual expenses incurred in operations, which expenses shall be borne entirely by Purchaser. PRI shall not be required to advance funds or extend credit for payroll, expenses or any other expense item to Purchaser. ________________ Shall, upon Closing, be appointed Director of Field Operations for PRI and shall be in charge of all field decisions pertaining to the Leases and all personnel engaged to work on the Leases. In conducting his management of field operations for PRI, ______________ shall comply with all applicable laws of the State of Texas and all rules of the Railroad Commission of Texas. Purchaser shall have the right to make other acquisitions and to place such acquisitions under the operations of PRI but only upon first securing a letter of credit or bond from a reputable bank or bonding company payable to the Railroad Commission of Texas in the amount of the aggregate estimated plugging costs of each well which forms a part of the new acquisition. The letter of credit or bond shall further provide that Railroad Commission of Texas may draw on the letter of credit beginning on the forty-fifth (45th ) day after the date the Railroad Commission orders a particular well to be plugged if Purchaser fails to fund such plugging within the 45-day period or fails to fund any available alternative to plugging which is acceptable to the Railroad Commission, such as a W-1X filing. While PRI acts as operator for Purchaser, Purchaser agrees to promptly comply with all Railroad Commission directives so as to preserve the current good reputation of PRI as an operator.
7. Sale “AS IS”. Purchaser acknowledges that it has inspected the Leases, Xxxxx and Equipment and that it is acceptable. Purchaser has been advised that certain of the existing xxxxx are located in the 100-year flood plain. Purchaser further acknowledges that other than a warranty of title and the warranties set forth below, PRI has made no warranties or representations whatsoever and that the Leases, Xxxxx and Equipment shall be delivered “as is”, “where is” and with all faults. Purchaser has been afforded a full and complete opportunity to perform due diligence.
8. Closing. Closing shall occur on the Effective Date above in the offices of Xxxxx X. Xxxxxx, 0000 X.X. Xxxx 410, 15th Floor, San Antonio, Texas, or at such other time and place as PRI, Xxxxxx and Purchaser shall mutually agree.
9. Items to be Exchanged at Closing. At Closing, the parties shall exchange and/or deliver the following items, fully executed where appropriate:
By PRI and Xxxxxx:
| (a) | Assignment and Xxxx of Sale With Reservation of Overriding Royalty Interest conveying the Assets; and |
| (b) | All pertinent records pertaining to the Assets. |
By Purchaser:
| (c) | The $400,000.00 portion of the Purchase Price in AMEP 144 restricted shares |
| (d) | Secured Promissory Note and the Deed of Trust securing same in the form approved by PRI’s counsel; and |
| (e) | Xxxxxx’x Employment Agreement. |
10. Warranties and Representations of Xxxxxx. Xxxxxx hereby warrants and represents to Purchaser the following:
(a) All sales of crude oil produced from the Leases prior to the Effective Date hereof have been in substantial compliance with applicable local, state and federal law, rules and regulations and there are not any known conditions on the lands covered by the Leases which would constitute a violation of any such laws, rules or regulations.
(b) There are no bankruptcy proceedings pending, being contemplated by, or to the knowledge of Xxxxxx, threatened against Xxxxxx or PRI.
(c) Xxxxxx is not aware of any claims, lawsuits, actions or other proceedings pending or threatened for any Court, tribunal, agency or governmental entity, which affect the Leases or the Purchase Shares.
(d) All pertinent Railroad Commission filings affecting or pertaining to the Leases are current and there are no outstanding violations of any Railroad Commission rule of which PRI or Xxxxxx has received notice.
(e) There are no delinquent taxes or assessments pertaining to the Assets;
(f) XXXXXX AGREES TO DEFEND, INDEMNIFY AND HOLD PURCHASER HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES OR CAUSES OF ACTION, INCLUDING, ATTORNEYS’ FEES, SUFFERED BY PURCHASER RELATING TO THE LEASES AND THE BUSINESS ACTIVITIES OF PRI PRIOR TO THE EFFECTIVE DATE.
11. Representations and Warranties of Purchaser. Purchaser hereby warrants and represents to Xxxxxx the following:
(a) Purchaser is duly incorporated under the laws of the State of Texas and is in good standing under that State.
(b) Purchaser is duly authorized to enter into this Agreement and to deliver the consideration described in this Agreement.
(c) PURCHASER AGREES TO DEFEND, INDEMNIFY AND HOLD XXXXXX HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES OR CAUSES OF ACTION, INCLUDING, ATTORNEYS’ FEES, SUFFERED BY XXXXXX RELATING TO THE LEASES AND THE BUSINESS ACTIVITIES OF PRI ON AND AFTER THE EFFECTIVE DATE.
12. Covenants and Representations to Survive Closing. This Agreement and the covenants and representations of each party to this Agreement shall survive the Closing.
13. Time is of the Essence/Attorneys Fees. Time is of the essence with regard to all obligations to be performed under this Agreement. If either party seeks to enforce, in law or in equity, any provision contained herein, then the prevailing party in such proceeding shall be entitled to attorney’s fees, interest and all such other disbursements and relief provided under law.
14. Payment of Expenses. Except as otherwise provided herein, all of the fees and expenses incurred by any party prior to the Closing in order to complete the transactions required or permitted hereby shall be paid by the party incurring such fees and expense. The parties shall each pay one-half (1/2) of the fees of Xxxxx X. Xxxxxx, attorney, in the preparation of this Agreement and other Closing documents.
15. Modification or Amendment. The parties hereto may modify or amend this Agreement only by written agreement executed and delivered by the respective parties.
16. Binding on Heirs and Assigns. This Agreement shall inure to and be binding upon the undersigned and their respective heirs, representatives, successors and assigns, provided, however, that neither this Agreement or the interests conveyed or to be conveyed pursuant to this Agreement shall be assigned without the prior written consent of the non-transferring party.
17. Counterparts. For the convenience of the parties hereto, this Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
18. No Waivers. No waiver of or failure to act upon any of the provisions of this Agreement or any right or remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other provisions, rights or remedies (whether similar or dissimilar) nor shall such waiver or failure to act constitute a continuing waiver or evidence of a binding course of conduct unless expressly provided herein or expressly stipulated to in writing by the parties.
19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND SHALL BE PERFORMABLE IN XXXXXX COUNTY, TEXAS.
20. Notices. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing (by FAX, mail, telegram or courier) and delivered to the parties as follows:
| To Xxxxxx or PRI: To Purchaser: |
Xxxx X. Xxxxxx 0000 Xxxxxx Xxxx 000 Xxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 American Energy Production Inc. X.X. Xxx 0000 Xxxxxxx Xxxxx, Xxxxx 00000 Telephone: 000-000-0000 Fax: 000-000-0000 |
Notices shall be deemed given on the date of actual receipt by the party. Notices given by certified or registered mail shall be deemed given three (3) days after deposit with the United States Postal Service, properly posted and addressed to the party’s last known address, unless actually received prior to the expiration of the 3-day period.
21. Entire Contract. This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
22. Captions for Convenience. All captions herein are for convenience or reference only and do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
23. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or enforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or enforceable provision had never been contained herein.
24. STIPULATIONS REGARDING ATTORNEY. XXXXXX AND PURCHASER STIPULATE AND AGREE THAT XXXXX X. XXXXXX HAS PREPARED THIS DOCUMENT IN ACCORDANCE WITH THE JOINT DIRECTIONS OF THE PARTIES AND HAS NOT GIVEN LEGAL ADVICE TO EITHER PARTY.
EXECUTED by the undersigned as of the Effective Date set forth above.
By: __________________________ Date: January 1, 2004
Xxxx X. Xxxxxx, President
AMERICAN ENEERGY
PRODUCTION INC
Name of Purchaser
By:
_____________________________Date: January 1,
Xxxxxxx Xxxxxxx,
President
EXHIBIT “A”
[Lease Description]
Xxxxxxx — Xxxxxxxx Leases:
| Lease Date: Lessor: Lessee: Rec. Ref: Acreage: |
[Lease 1] February 23, 1956 [Lease 2] February 23, 1956 [Lease 1] Xxxxxxxxx X. Xxxxxxx, et vir. [Lease 2] Xxxxxx X. Xxxxxxxx, et ux. [Lease 1] X. X. Xxxxxxx [Lease 2] X. X. Xxxxxxx [Lease 1] Volume 170, Page 65 [Lease 2] Volume 170, Page 60 [Lease 1] 71.23 acres, X. Xxxxxxx Sy. Xx. 000, X-000 [Lease 2] 20 acres, X. Xxxxxxx Sy. Xx. 000, X-000 |
Description of Lands
All that certain tract of land situated in the County of Xxxxxx, State of Texas, described as follows:
All situated in Xxxxxx County, Texas, described in two tracts for a total of 91.23 acres, more or less, described by metes and bounds as follows:
FIRST TRACT: Twenty (20) acres of land out of Survey No. 328, Xxxxxxxxx Xxxxxxx, in Xxxxxx County, Texas, described by metes and bounds as follows, to wit:
BEGINNING
at the stake and fence corner in the west boundary line of the Hondo-Biry Road, located at
the point where the west boundary line of said Hondo-Biry Road intersects with the South
boundary line of said, Survey No. 328;
THENCE
N. 89 deg. W. with fence, along the south boundary line of a public road, 240 varas to a
stake;
THENCE
North 461.3 varas to a stake under fence;
THENCE
with fence S. 89 deg. 47’ E. 247.2 varas to a stake in the west boundary line of the Hondo-Biry Road;
THENCE
with fence along the west boundary line of said Hondo-Biry road, S. 1 deg. W. 464.8
varas to the place of beginning.
SECOND TRACT: 71.23 acres more or less, out of Survey No. 328, in the name of Xxxxxxxxx Xxxxxxx, described by metes and bounds as follows:
BEGINNING
at a stake and fence corner in the West boundary line of the Hondo-Biry Road, located a
point where the West boundary line of the said Hondo-Biry Road intersects with the South
boundary line of the said Survey No. 328;
THENCE with fence along the South boundary line of said Survey N. 328, and along N. boundary line of a
public road, N. 89 deg. W. 1240 varas to a stake for the place of beginning;
THENCE
North 89 deg. West with fence along South boundary line of said Survey No. 328, and along
the North Boundary line of public road, 887.5 varas to a stake and fence corner;
THENCE North 1 deg. E. with fence, 449 varas to a stake and fence corner;
THENCE S. 89 deg. 47 min. with fence, 880 varas to a stake;
THENCE South 461.3 varas to the place of beginning.
| X. X. Xxxxxx Lease: Lease Date: January 19, 1995 Lessor: X. X. Xxxxxx, et ux. Lessee: R. S. Drilling Corporation Rec. Ref.: Volume 165, Page 620 Acreage: 190 acres, being 161 acres, X.X. Xxxxx Sy. Xx. 00, X-000 xxx 00 xxxxx, X. Xxxxxxx Sy. No. 343. Xxxxx Xxxxxxx and Xxxxx Xxxxxxx "B" Leases: Lease Date: July 20, 1995 Lessor: Xxxxx X. Xxxxxxx, et ux. Lessee: Texas Coast Oil & Gas Company Rec. Ref.: Volume 167, Page 100 Acreage: 148 acres, X.X. Xxxxx Xx.00, X-000 X.X. Xxxxxxx Lease: Lease Date: September 25, 1954 Lessor: X. X. Xxxxxxx, et ux. Lessee: E. L. Xxxxxx Rec. Ref.: Volume 165, Page 270 Acreage: 214.1 acres, being 107.8 acres out of Survey No. 247, Xxx. Xxxxxx and 106.3 acres out of Survey No. 328, X. Xxxxxxx. X. X. Xxxxxxx "B" Lease: Lease Date: November 4, 1954 Lessor: Xxxxxx Xxxxxxx, s.m. Lessee: E. L. Xxxxxx Rec. Ref.: Volume 165, Page 400 Acreage: 311.9 acres, being 204.2 acres Xxx. Xxxxxx Xx. No. 247, 106.7 acres, and 1 acre, X. Xxxxxxx, Sy. No. 328. Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx "B" Leases: Lease Date: July 20, 1955 Lessor: Xxxxxx Xxxxxxx, f.s. Lessee: Texas Coast Oil & Gas Company Rec. Ref.: Volume 167, Page 104 Acreage: 277 acres, X. X. Xxxxx Sy. No. 15, A-303, being more particularly described by metes and bounds in a partition deed dated May 2, 1953, recorded in Volume 158, Page 342, Deed Records of Xxxxxx County, Texas. O.K. Xxxxxxx Lease: Lease Date: August 1, 1970 Lessor: Xxxxxxx X. Xxxxxxx, Xx., et ux. Lessee: X. X. Xxxxxx Rec. Ref.: Volume 231, Page 26 Acreage: 9.65 acres, X. X. Xxxxx Sy. Xx. 00, X-000 X. X. Xxxxxx "X" Lease: Lease Date: January 19, 1955 Lessor: X. X. Xxxxxx, et ux. Lessee: R. S. Drilling Corporations Rec. Ref.: Volume 171, Page 340 Acreage: 51.94 acres, X. Xxxxxxxxxxxxx Sy. Xx. 000, X-000 |
Description of Lands
The North 34.44 acres of the above 51.94 acres tract out of Xxxxxx Xx. 000, X. Xxxxxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxx.
| Xxxxx Xxxx Unit I Lease: Lease Date: September 16, 1974 Lessor: Xxxxx Xxxxxx Xxxx, a widow Lessee: X. X. Xxxx Rec. Ref.: Volume 263, Page 122 Acreage: 190 acres, Xxxxx Xxxxxx Sy. No. 536, A-1042. |
Description of Lands
The East 55.8701 acres of land, more or less, out of the 190.0 acre Xxxxx Xxxx Lease dated September 16, 1974, recorded December 17, 1974 in Deed Records, Volume 263, Pages 122-124, Xxxxxx County, Texas, within Survey Xx. 000, Xxxxx Xxxxxx, Xxxxxxxx Xx. 0000, situated about 9 miles South 5 degrees East of the City of Hondo, Xxxxxx County, Texas, and being more fully described by metes and bounds as follows:
Beginning at a stake set for the E. corner of Survey No. 536, Xxxxx Xxxxxx; Thence West 894.3’ to a 5/8” steel pin being the S.W. corner of this tract; Thence North 00 degrees 40’ East 2725.01’ to a point for the N.W. corner of this tract; Thence South 89 degrees 16’ East 897.59’ to a point for the N.E. corner of this tract; Thence South 00 degrees 21’ West 417.8'; South 11 degrees 00’ West 31.5'; South 00 degrees 40’ West 2264.8’ to the place of beginning.
NOTE: There are actually 3 separate tracts located within the 55.8701 acres formerly known as Xxxxx Xxxx Unit II, and now of part of Unit I. They are as follows:
| Xxxxx
Xxxx Unit II A, 24.72 acres of land, more or less. Well Nos. 1 through 12, Tank Nos.
68152, 68153. Xxxxx Xxxx Unit II B, 4.12 acres, more or less. Well Nos. 14 through 15, Tank No. 88146. Xxxxx Xxxx Unit II C, 27.0301 acres, more or less. Well Nos. 12H, 13H, 16H through 23H, Tank Nos. 88895, 88896. |
136.0994 acres of land, more or less, out of the 190.00 acre Xxxxx Xxxx Lease dated September 16, 1974, recorded December 17, 174 in Deed Records, Volume 263, Pages 122-124, Xxxxxx County, Texas, within Survey Xx. 000, Xxxxx Xxxxxx, Xxxxxxxx Xx. 0000, recorded in Deed Records, Volume 000, Xxxxx 000- 000, Xxxxxx Xxxxxx, Xxxxx, situated about 9 miles South 5 degrees East of the City of Hondo, Xxxxxx County, Texas, and being more fully described by metes and bounds as follows:
Beginning at a 5/8” steel pin set for the E. corner of this tract, said 5/8” steel pin being 894.3’ West of a stake set for the S.E. corner of Survey No. 536 Xxxxx Xxxxxx; Thence, N. 88 degrees 27’ W. 2528.4’ to a pin set for with S.W. corner of this tract; Thence, N. 20 degrees 31’ E. along the F.M. Hwy No. 462, 2084.6’ to a pin; Thence; N. 19 degrees 05’ E. along 04’ E. along the F.M. Xxx Xx. 000, 645.0', 117.4’ to a pin set for the N.W. corner of this tract; Thence, S. 89 degrees 26’ East 1764.81” to a pin set for the N.E. corner of this tract; Thence S. 00 degrees 40’ W. 2725.01’ to the place of beginning.
[Net Revenue Interests]
| Xxxxxxx - Xxxxxxxx Lease (RRC Lease No. 01710): Production Resources, Inc. X.X. Xxxxxx Lease (RRC Lease No. 02189): Production Resources, Inc. X.X. Xxxxxx "B" Lease (RRC Lease No. 01829): Production Resources, Inc. Xxxxx Xxxxxxx and Xxxxx Xxxxxxx "B" Leases (RRC Lease No. 01724): Production Resources, Inc. X. X. Xxxxxxx Lease (RRC Lease No. 01865): Production Resources, Inc. X.X. Xxxxxxx "B" Lease (RRC Lease No. 01959): Production Resources, Inc. Xxxxxx Xxxxxxx Lease (RRC Lease No. 01723): Production Resources, Inc. Xxxxxx Xxxxxxx "B" Lease (RRC Lease No. 10480): Production Resources, Inc. O.K. Xxxxxxx Lease (RRC Lease No. 04146): Production Resources, Inc. Xxxxx Xxxx Unit I Lease (RRC Lease No. 04731): Production Resources, Inc. |
100% W.I.; 100% W.I.; 100% W.I.; 100% W.I.; 100% W.I.; 100% W.I.; 100% W.I.; 100% W.I.; 100% W.I.; 100% W.I.; |
84.76562% N.R.I. 84.76563% N.R.I. 84.76560% N.R.I. 84.76560% N.R.I. 87.50000% N.R.I. 87.50000% N.R.I. 84.37500% N.R.I. 84.37500% N.R.I. 75.00000% N.R.I. 81.25000% N.R.I. |
