ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement") dated October ___, 1997 between
MCCURDY WELL SERVICE, INC., a Texas corporation ("Seller" or "MCCURDY"), and
WELLTECH EASTERN, INC., a Delaware corporation ("Purchaser" or "WellTech"),
evidences that Seller desires to sell to Purchaser and Purchaser desires to
purchase from Seller all of the assets of Seller other than the Excluded Assets
(as hereinafter defined) on the terms and conditions hereinafter specified, that
in connection with such sale and purchase Seller and Purchaser desire to enter
into certain agreements and that, therefore, in consideration of the premises
and of the mutual covenants and obligations specified herein, the parties hereto
agree as follows:
1. Purchase and Sale of Assets.
On the date hereof, in accordance with and subject to the other terms and
conditions hereof, Seller shall sell, assign, transfer and deliver to Purchaser,
and Purchaser shall purchase, acquire and accept from Seller, effective for all
purposes as of the opening of business on the date the following assets
(collectively, the "Assets"):
1.1 Trucks, Pickups, Trailers, and Equipment. All of the trucks, pickups,
trailers, and associated equipment described in Exhibit "A" (the "Vehicles").
1.2 Inventories. All inventories of supplies, parts, materials and other goods
properly classifiable as inventories owned by Seller as of the opening of
business on the date hereof (the "Inventories").
1.3 Other Assets. All contract rights of Seller with suppliers, customers,
dealers or other persons and relating to any of the Assets; all customer sales
and service records and similar assets owned by Seller and relating to the
Assets (provided, however, that upon reasonable notice Purchaser shall provide
Seller access to all such records and information at all reasonable times for a
period of five years after the date hereof); all customer lists, trade secrets,
proprietary or confidential information used in connection with any of the
Assets; all licenses, certificates and permits from governmental authorities
required for or incident to the use or operation of any of the Assets; and all
service and maintenance records for all the Assets (in each case, such as are
owned by Seller as of the opening of business on the date hereof, and being
collectively referred to herein as the "Other Assets").
2. Excluded Assets.
Notwithstanding any other provision hereof to the contrary, the "Excluded
Assets" are (and the Assets specifically do not include) the following:
2.1 Real Property. The real property owned by Seller, together with all
improvements thereon and all rights, titles and interests appurtenant thereto
and described as follows:
LOT 3, BLOCK 3 IN EAST BRAZOS COUNTY INDUSTRIAL PARK AT 1559 CROSSWINDS DRIVE
2.2 Cash. All cash owned by Seller.
2.3 Accounts Receivable. All accounts and notes receivable from account, note
and other debtors owned by Seller.
2.4 Tax Refunds. All federal or state income or other tax refunds or other tax
receipts with respect to Seller or any of the Assets.
2.5 Certain Books and Records. All books of account and accounting records of
Seller, including all books and records of Seller related to federal or state
income tax payments or liabilities of Seller, and all minute books, stockbooks
and other corporate records of Seller.
2.6 Insurance. All insurance policies and agreements with respect to which
Seller is an insured or beneficiary and all rights, refunds or benefits
thereunder or arising in connection therewith.
3. Obligations and Liabilities Not Assumed by Purchaser. Seller expressly agrees
that it shall be responsible for the payment or other satisfaction of all of
Seller's obligations and liabilities, which shall include, but not be limited
to, the following:
(a) Any liability of Seller for any federal, state, local or foreign income or
franchise taxes, state or local property taxes, state, county, municipal or
regional sales or use taxes, or other taxes of any kind or description;
(b) Any obligation or liability (contingent or otherwise) of Seller arising out
of any threatened or pending litigation;
(c) Any sales taxes relating to the acquisition by Seller of any of the Assets;
and
(d) Any other obligations or liabilities of Seller which are not specifically
assumed by Purchaser hereunder.
From and after the date hereof, Seller shall pay, perform and discharge, and
indemnify and hold Purchaser harmless from, the Seller's obligations.
4. Purchase Price.
Upon execution hereof and delivery of ownership and possession of the Assets to
Purchaser, free and clear of all liens and encumbrances and satisfaction of
Seller's other obligations hereunder, Purchaser shall pay to Seller a price (the
"Purchase Price") of $342,000.00 for the Assets.
5. Representations and Warranties by Seller.
In order to induce Purchaser to enter into this Agreement and each transaction
contemplated hereby, Seller represents and warrants to Purchaser as follows:
5.1 Organization. Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of Texas.
5.2 Authority. Seller has full corporate power necessary, and has taken all
corporate action necessary, to authorize the execution, delivery and performance
by Seller of this Agreement. The execution and delivery of this Agreement by
Seller and the consummation by Seller of the transactions contemplated hereby
will not result in a breach of any of the terms and provisions of, constitute a
default under or conflict with (a) the articles of incorporation or bylaws of
Seller, (b) any judgment, decree, order or award of any court, governmental body
or arbitrator, or any law, rule or regulation applicable to Seller.
5.3 Validity and Enforceability. This Agreement is a valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms.
5.4 Absence of Changes. From December 31, 1996, to the date of this Agreement,
other than in connection with or pursuant to this Agreement, Seller has:
(a) used all reasonable efforts to preserve its relationship with its customers,
suppliers and others having business relations with it;
(b) not sold, disposed, leased or encumbered any property or other assets,
except in the ordinary course of its business;
(c) not entered into any transaction other than in the ordinary course of its
business; and
(d) not agreed to do any of the foregoing.
5.5 Ownership of Assets; Absence of Liens. Seller has good, marketable and valid
title to the Assets free and clear of all liens, mortgages, security interests,
pledges, preferential purchase rights or other encumbrances or claims of any
kind.
5.6 Customer Relations. During the calendar year ended December 31, 1996 and in
the current calendar year through the date hereof, as the case may be:
(a) None of the customers of Seller has lodged any written complaint regarding
the service or products provided by Seller which has not since been satisfied by
Seller;
(b) There have been no prepayments of any obligations to Seller by any
customers, and Seller has not made any promises, written or oral, to provide
services or products at other than market price to any such customer; and
(c) Seller has not received any security deposits on or related to any of the
Assets.
5.7 Inventories and Purchase Orders. The Inventories have been acquired by
Seller in the ordinary course of business, consistent with past practices.
5.8 Litigation. There are no lawsuits, proceedings, claims or governmental
investigations pending or, to the knowledge of Seller, threatened affecting the
Assets. There is no action, suit, proceeding or investigation pending or, to the
knowledge of Seller, threatened which questions the legality, validity or
propriety of the transactions contemplated by this Agreement.
5.9 Consents. No consents, approvals, authorizations or other requirements
prescribed by any law, rule or regulation must be obtained or satisfied by
Seller or are necessary for the execution, delivery and performance by Seller of
this Agreement or any of the documents to be executed and delivered by Seller in
connection herewith.
5.10 Compliance with Law. Seller's business as conducted within the past three
years has not violated, and on the date hereof, does not violate, in any
material respect, any federal, state, local or foreign laws, regulations or
orders, the enforcement of which would have a material and adverse effect on the
Assets or Seller's business, and Seller has not received any notice within three
years of the date hereof of any such violation.
5.11 Taxes. Seller has paid all assessments, levies, fines, fees and other such
charges which are due and payable. Seller has paid all federal, state, local or
foreign income taxes or franchise taxes, state or local property taxes, state,
county, municipal or regional sales or use taxes, or other taxes of any kind or
description which are due and payable.
5.12 Other Information. To the knowledge of Seller, the information provided by
Seller to Purchaser in this Agreement or in the exhibits hereto or in any other
writing pursuant hereto does not and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated herein or
therein or necessary to make the statements and facts contained herein or
therein, in light of the circumstances in which they are made, not false or
misleading. Copies of all documents heretofore delivered by Seller to Purchaser
or made available by Seller to Purchaser pursuant hereto were complete and
accurate records of such documents.
5.13 No Broker or Finder. Neither Seller nor any party acting on its behalf has
agreed to pay any party a commission, finder's fee or similar payment in regard
to this Agreement or any matter related hereto or taken any action on which a
claim for any such payment could be based.
6. Representations and Warranties by Purchaser.
In order to induce Seller to enter into this Agreement and each transaction
contemplated hereby, Purchaser represents and warrants to Seller as follows:
6.1. Organization. Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
6.2 Authority. Purchaser has full corporate power necessary, and has taken all
corporate action necessary, to authorize the execution, delivery and performance
by Purchaser of this Agreement. The execution and delivery of this Agreement by
Purchaser and the consummation by Purchaser of the transactions contemplated
hereby will not result in a breach of any of the terms and provisions of,
constitute a default under or conflict with (a) the certificate of incorporation
or bylaws of Purchaser, (b) any material agreement, indenture or other
instrument to which Purchaser is a party or by which Purchaser is bound, or (c)
any judgment, decree, order or award of any court, governmental body or
arbitrator, or any law, rule or regulation applicable to Purchaser.
6.3 Validity and Enforceability. This Agreement is a valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms.
6.4 Litigation. There is no action, suit, proceeding or investigation pending
or, to the knowledge of Purchaser, threatened which questions the legality,
validity or propriety of the transactions contemplated by this Agreement.
6.5 Consents. No consents, approvals, authorizations or other requirements
prescribed by any law, rule or regulation must be obtained or satisfied by
Purchaser or are necessary for the execution, delivery and performance by
Purchaser of this Agreement or any of the documents to be executed and delivered
by Purchaser in connection herewith.
6.6 No Broker or Finder. Neither Purchaser nor any party acting on its behalf
has agreed to pay any party a commission, finder's fee or similar payment in
regard to this Agreement or any matter related hereto or taken any action on
which a claim for any such payment could be based.
7. Deliveries Upon Execution.
7.1 Purchaser's Obligations Upon Execution. Upon execution hereof, Purchaser
shall deliver or cause to be delivered to Seller the following instruments,
which shall be duly executed and dated on the date hereof:
Executed Lease Agreement dated October ___, 1997, including, but not limited to,
the Office, Yard, Wash Bays and Hi Pressure Washing Equipment (and building
housing this equipment located at 1559 Crosswinds Drive, Bryan, Texas 77808.
7.2 Seller's Obligations Upon Execution. Upon execution hereof, Seller shall
deliver or cause to be delivered to Purchaser the following instruments, all of
which shall be duly executed and dated as of the date hereof, unless otherwise
indicated:
(a) an assignment and bill of sale (the "Assignment") in the form attached
hereto as Exhibit "B" conveying the Assets to Purchaser;
(b) certificates of title and related transfer documents, duly executed for
transfer to Purchaser, as to all certificated vehicles included in the Assets;
and
(c) Executed Lease Agreement dated October ___, 1997, including, but not limited
to, the Office, Yard, Wash Bays and Hi Pressure Washing Equipment (and Building
housing this equipment located at 1559 Crosswinds Drive, Bryan, Texas 77808.
(d) a certificate of the secretary or an assistant secretary of Seller
certifying (i) the names and true signatures of the officers of Seller
authorized to sign this Agreement and the other instruments or certificates to
be delivered pursuant hereto and (ii) the resolutions of the shareholders and
board of directors of Seller approving this Agreement and the transactions
contemplated hereby.
8. Indemnification.
From and after the date hereof, Seller will indemnify and hold harmless
Purchaser against any claim, loss, liability or expense incurred by Purchaser
and arising out of or attributable to any inaccuracy of any representation or
warranty or any breach of any covenant or agreement made by Seller herein or in
any instrument or agreement referred to herein or contemplated hereby. Purchaser
will indemnify and hold harmless Seller against any claim, loss, liability or
expense incurred by Seller and arising out of or attributable to any inaccuracy
of any representation or warranty or any breach of any covenant or agreement
made by Purchaser herein or in any instrument or agreement referred to herein or
contemplated hereby. As used in this Section 8, "expense" shall include, without
limitation, attorneys' fees and costs of any investigation of an alleged breach
which is ultimately determined to constitute a matter for which indemnification
is required.
9. Miscellaneous Agreements.
9.1 Ad Valorem Taxes. Upon execution hereof, Seller shall pay to Purchaser the
amount of $2,000.00 for Seller's share of all ad valorem taxes in respect of
Seller's ownership of the Assets from January 1, 1997 to the opening of business
on the date hereof, and Purchaser shall assume and agree to pay all ad valorem
taxes in respect of the Assets for 1997.
9.2 Cooperation in Litigation. Each party shall fully cooperate with the other
in the defense or prosecution of any litigation or proceeding which may be
instituted hereafter against or by any third party relating to or arising out of
the Assets prior to or after the date hereof. Subject to Section 8 hereof, the
party requesting such cooperation shall pay the out-of-pocket expenses
(including legal fees and disbursements) of the party providing such cooperation
and of its officers, directors, employees and agents reasonably incurred in
connection with providing such cooperation, but shall not be responsible to
reimburse the party providing such cooperation for such party's time spent in
such cooperation or expenses paid by the party providing such cooperation to its
officers, directors, employees and agents while assisting in the defense or
prosecution of any such litigation or proceeding.
9.3 Press Releases. Seller hereby agrees to allow Purchaser's issuance of a
press release announcing the completion of this asset acquisition. Other than
that announcement, except as mutually agreed, neither Purchaser, Seller, nor any
of their respective directors, officers, employees, or agents shall issue any
press release or public announcement of this asset acquisition.
9.4 Further Assurance. From time to time at the reasonable request of Purchaser,
without further consideration, Seller will execute and deliver such further
instruments of conveyance and transfer and will take such actions as Purchaser
may reasonably request in order more effectively to convey and transfer to
Purchaser the Assets as contemplated by this Agreement.
9.5 Notice. All notices hereunder shall be in writing and shall be mailed first
class or express mail, postage prepaid, or sent by telegram, facsimile, or other
similar form of rapid transmission confirmed by mailing (by first class or
express mail, postage prepaid) written confirmation at substantially the same
time as such rapid transmission, or personally delivered to any individual
designated below of the receiving party. All such notices shall be mailed, sent
or delivered as follows:
If to Seller: McCurdy Well Service, Inc.
P. O. Box 3951
Bryan, Texas 77803
If to Purchaser: WellTech Eastern, Inc.
6010 Highway 191, Suite 212
Odessa, Texas 79762
Attention: Mr. James J. Carter
Fax Number: (915) 550-0302
With a copy to: Key Energy Group, Inc.
Two Tower Center, Tenth Floor
East Brunswick, New Jersey 08816
Attention: General Counsel
Facsimile: (908) 247-5148
Any notice so addressed and mailed shall be deemed to be given three days after
the date so mailed. Any notice so sent by rapid transmission shall be deemed to
be given when receipt of such transmission is acknowledged. Any communication so
delivered in person shall be deemed to be given when receipted for by, or
actually received by, such person. Seller or Purchaser may, by proper written
notice hereunder to the other party, change the address, individual or facsimile
number to which notice shall thereafter be sent to such party.
9.6 Severability. If any provision of this Agreement or of any instrument or
agreement executed in connection herewith or its application to any person or in
any circumstance shall be found invalid or unenforceable to any extent, the
remainder of such provisions in this Agreement (or such other instrument or
agreement) and the application thereof to other persons and in other
circumstances shall not be effected and all provisions hereof and thereof shall
be enforced to the greatest extent permitted by law.
9.7 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
9.8 Assignment. Nothing contained herein, expressed or implied, is intended to
confer upon any person or entity other than the parties hereto and their
permitted successors and assigns any rights or remedies under or by reason of
this Agreement. Subject to the foregoing, this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns.
9.9 Expenses. Each party to this Agreement shall pay and discharge all of the
expenses incurred by it in connection with the negotiation of this Agreement and
the consummation of the transactions contemplated hereby.
9.10 Survival. The representations, warranties, covenants and agreements set
forth herein shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby and shall expire in
accordance with the applicable statute of limitations.
9.11 Sales or Use Taxes. Seller shall pay any sales or use taxes relating to the
acquisition by Purchaser of any of the Assets pursuant to this Agreement.
9.12 Waiver. No waiver of any provision hereof shall be effective unless in
writing and signed by the party to be charged with such waiver. No waiver shall
be deemed a continuing waiver or waiver in respect of any subsequent breach or
default, either of similar or different nature, unless expressly so stated in
writing.
9.13 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS TO BE
PERFORMED ENTIRELY WITHIN THAT STATE.
9.14 Exhibits and Headings. Each exhibit referenced herein and attached hereto
is hereby incorporated herein, and each reference to the "Agreement" shall be
deemed to include all exhibits hereto. The headings or captions under sections
of this Agreement are intended for convenience and reference only and shall not
affect in any way the construction or interpretation of this Agreement.
9.15 Complete Agreement and Amendment. This Agreement constitutes the final
understanding of the parties and supersedes all prior oral or written
correspondence and agreements and all contemporaneous oral agreements and
understandings of the parties relating to the subject matter hereof. This
Agreement shall be amended only by a written instrument signed by the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first written above.
McCURDY WELL SERVICE, INC.
By:_________________________________
W. C. McCURDY, President
SELLER
WELLTECH EASTERN , INC.
By:_________________________________
JIMMY CHASTEEN, Vice President
PURCHASER
EXHIBIT A
LIST OF ASSETS
PETERBILT 94' MODEL 379 EXTENDED HOOD, CAT 43406E 435HP, 15 SPEED, JAKE BRAKE
AIR SLIDE FIFTH WHEEL, TOOL BOXES, 3:90S, PETERBILT 8 BAG AIR SUSPENSION WITH
AIR RIDE CAB, 63" HI-RISE UNIBUILT DOUBLE BUNK SLEEPER WITH SEPARATE AIR
CONDITIONING AND HEATING COMPONENTS, ALL ALUMINUM WHEELS, 11:00 X 24.5 TIRES
MILEAGE 525+- RODS AND MAINS AT 425K MILES.
PETERBILT 94' MODEL 379 EXTENDED HOOD, CAT 43406B 425HP, 15 SPEED, JAKE BRAKE
AIR SLIDE FIFTH WHEEL, TOOL BOXES, 3:70S, PETERBILT 8 BAG AIR SUSPENSION WITH
AIR RIDE CAB, 63" HI-RISE UNIBUILT DOUBLE BUNK SLEEPER WITH SEPARATE AIR
CONDITIONING AND HEATING COMPONENTS, ALL ALUMINUM, WHEELS, 11:00 X 24.5 TIRES
MILEAGE 392K+-.
1982 MACK R686 283 HP MACK 6 SPEED SINGLE STICK WITH AIR SHIFT AUX. DOUBLE
FRAME, WINCH/POLE TRUCK MILEAGE ABOUT 325K TWO WINCHES (64 AND 32) LIVE POLES,
WITH POLE RAISER, MACK 44K REARS, 20K FRONTS, OILFIELD BED WITH FULL WIDTH
FOLLER, INCLUDING RIGGING, CHAINS, ETC.
1988 MACK R686 DOUBLE FRAME 300 HP, MACK 6 SPEED TWO STICK, DOUBLE FRAME, WINCH
TRUCK LOW 500K MILES (RODS AND MAINS BEARINGS AT ABOUT 475K) MACK 44K REARS,
OILFIELD BED WITH FULL WIDTH ROLLING TAILBOARD, INCLUDING RIGGING, CHAINS ETC.
1988 MACK R686 DOUBLE FRAME 300 HP, MACK 6 SPEED TWO STICK, DOUBLE FRAME, WINCH
TRUCK LOW 500K MILES (RODS AND MAINS BEARINGS AT ABOUT 475K) MACK 44K REARS,
OILFIELD BED WITH FULL WIDTH ROLLING TAILBOARD, INCLUDING RIGGING, CHAINS ETC.
CHEVROLET 3500HD, 1994, 1 TON, 6.5 TURBO DIESEL, WITH FLAT BED BODY, HOTSHOT
STYLE TRUCK, TIRE SIZES 255R19 MILEAGE 200+.
FORD SUPERDUTY, 1987, 1 TON FLATBED WITH WINCH AND POLES, OILFIELD STYLE BED
WITH ROLLING TAILBOARD, 7.3 DIESEL WITH 5 SPEED MANUAL TRANS. MILEAGE 100+.
LOWBOY TRAILER FIXED WIDE NECK, 3 AXLE, 38 FOOT CLEAR DECK, 50 TON, 10:00 X 15
SPOKE WHEELS.
LOWBOY TRAILER FIXED NARROW NECK, 3 AXLE 32 FOOT CLEAR DECK, 50 TON 10:00 X 15
SPOKE WHEELS.
LOWBOY TRAILER REMOVABLE NARROW NECK, 2 AXLE, 32 CLEAR DECK, 10:00 X 15 SPOKE
WHEELS.
FLOAT 40' NARROW NECK FOR USE WITH POLE TRUCK WITH POLES IN RAISED POSITION BY
FOLDED OVER TRUCK CAB FOR HIGHWAY TRAVEL, 10:00 X 20" TANDEM AXLES, FLOOR IN
GOOD CONDITION (METAL WITH WOODEN INSERTS, FULL WIDTH TAIL ROLLER, WITH RATCHETS
AND STRAPS.
GOOSENECK TRAILER, 36' TANDEM 12,000# AXLES WITH VACUUM/HYDRAULIC BRAKES ROLLING
TAILBOARD. RACHETS AND STRAPS, TIRE SIZE 235R16.
GOOSENECK TRAILER, 36' TANDEM 10,000# AXLES WITH ELECTRIC BRAKES, TIRE SIZES
235R16.
POWER SWIVEL, BOWEN S2.0 W/4-71 DETROIT FACTORY TRAILER MOUNTED (GOOSENECK) WITH
REMOTE CONTROLS, GOOD CONDITION, NEEDS NO REPAIRS.
PIPE RACKS, FIVE (5) SETS.
(1) STEEL STORAGE BUILDING, 8' X 12 SKIDDED STEEL RUNNERS WITH ENTRY DOOR.
PORTABLE BUILDING, ONE 2 OFFICE 14' X 30' A/C AND HEAT, SET UP FOR TWO OFFICES
WITH ON FRONT ENTRY AND ONE REAR ENTRY.
MUD TANK, WALLS AND SKID ARE IN GOOD CONDITION, HOWEVER THE BOTTOM NEEDS SOME
WELDING.
CATWALK 4'X32' PIPE CONSTRUCTED.
ONAN 6.5 GENERATOR SET.
OFFICE EQUIPMENT
(1) 486/120/1GIG COMPUTER WITH MONITOR AND (2) DOT MATRIX PRINTERS
COMPUTER DESK AND SIDE TABLES FOR PRINTERS
(1) LEGAL FIRE PROOF FILE CABINET 4 DRAWER
DISPATCH DESK, CHAIR, MAT
(1) LETTER FIRE FILE CABINET 4 DRAWER
(1) METAL 2 DOOR GENERAL OFFICE STORAGE CABINET
(5) INSTRUMENT MERIDIAN PHONE SYSTEM
EXHIBIT B
ASSIGNMENT AND BILL OF SALE
McCURDY WELL SERVICE, INC., a Texas corporation ("Seller"), for and in
consideration of Ten Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, has BARGAINED,
SOLD, TRANSFERRED, ASSIGNED, CONVEYED and DELIVERED, and does by these presents
BARGAIN, SELL, TRANSFER, ASSIGN, CONVEY and DELIVER, unto WELLTECH EASTERN,
INC., a Delaware corporation ("Purchaser"), all of the right, title and interest
of Seller in and to all of the Assets (as defined in that certain Asset Purchase
Agreement (the "Purchase Agreement") dated October _____, 1997, between Seller
and Purchaser), including, but not limited to the assets listed on Exhibit "A"
attached hereto.
TO HAVE AND TO HOLD the Assets, together with all and singular the rights and
appurtenances thereto in anywise belonging, unto Purchaser, its successors and
assigns, forever; and Seller does hereby bind itself, its successors and
assigns, to warrant and forever defend title to the Assets unto Purchaser, its
successors and assigns, against every person whomsoever lawfully claiming or to
claim the same or any part thereof.
Seller hereby agrees to execute any and all certificates of transfer,
assignments or other documents as may be necessary to evidence the conveyance
described herein and to take such further action as may be reasonably necessary
to convey the Assets to Purchaser.
Seller hereby acknowledges that nothing herein shall be construed as an
assumption by Purchaser of any of the liabilities or obligations of Seller
except as expressly set forth in the Purchase Agreement.
WITNESS THE EXECUTION HEREOF, effective as of the opening of business on October
___, 1997.
McCURDY WELL SERVICE, INC.
By:___________________________
W. C. McCURDY
President