Exhibit 10.14
December 18, 1996
Mr. James P. Boldrick
Mr. James Miles Boldrick
Boldrick Partners
1801 West Wall
Midland, Texas 79701
Re: Sale of Oil and Gas Properties of Statewide Minerals, Inc.
Gentlemen:
This letter (this "Agreement") when executed by you in the space provided
below, shall set forth our agreement concerning the sale by Statewide Minerals,
Inc. ("Seller") to Boldrick Partners ("Buyer") of the oil and gas properties
described on EXHIBIT "A" attached hereto and made a part hereof and all other
assets of Seller, less and except the Excluded Properties (as defined herein)
(the "Properties").
1. PURCHASE AND SALE. Effective as of seven o'clock a.m. on October 1,
1996 (the "Effective Time") Seller agrees to sell the Properties to Buyer and
Buyer agrees to buy the Properties from Seller upon the terms and conditions set
forth in this Agreement.
2. PURCHASE PRICE. The purchase price (the "Purchase Price") to be paid
for the Properties shall be the sum of THREE MILLION TWO HUNDRED THOUSAND
DOLLARS ($3,200,000), adjusted as follows:
(a) In connection with the oil and gas assets of Seller constituting
part of the Properties, the Purchase Price shall be adjusted upward by (i) the
value of all oil, gas and other hydrocarbons produced from the Properties prior
to Effective Time and paid to Buyer, such value to be the actual price received
less taxes deducted by the purchaser; and (ii) the amount of all verifiable
expenditures paid by Seller in connection with the Properties and attributable
to times subsequent to the Effective Time.
(b) In connection with the oil and gas assets of Seller constituting
part of the Properties, the Purchase Price shall be adjusted downward by (i)
proceeds received by Seller from the
Mr. James P. Boldrick
Mr. James Miles Boldrick
December 18, 1996
Page 2
sale of oil, gas or other hydrocarbons attributable to the Properties and
produced after the Effective Time; and (ii) an amount equal to all unpaid ad
valorem, property, production, severance and similar taxes and assessments
(but not including income taxes) based upon or measured by the ownership of
property or the production of hydrocarbons or the receipt of proceeds
therefrom accruing to the Properties prior to the Effective Time and assumed
or paid by Buyer.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents the
following:
(a) Seller is a duly organized, validly existing corporation
organized under the laws of and in good standing in the State of Texas, and has
all requisite power and authority and is entitled to carry on its business in
Texas. Seller has the authority to enter into this Agreement, and Seller's
execution, delivery and performance of this Agreement will not (i) conflict with
or violate Seller's articles of incorporation or bylaws, or any agreement or
instrument to which Seller is a party or by which Seller is bound, or any law,
administrative regulation or rule, judgment, decree, order or statute applicable
to Seller, or (ii) constitute a material breach of, or any event of default
under, any contract to which Seller is a party or by which Seller or its assets
are bound, or constitute the happening of an event or condition upon which any
other party to such a contract or agreement may exercise any right or option
which will materially adversely affect any of the Properties.
(b) The execution and delivery of this Agreement (including all
actions of Seller taken pursuant to this Agreement) have been authorized by all
necessary action on the part of the Seller. This Agreement constitutes a
binding obligation of Seller enforceable in accordance with its terms, subject,
however, to the effects of bankruptcy, insolvency, reorganization, moratorium
and similar laws, as well as to principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(c) No lien, claim, suit, action or other proceeding is pending or
before any court or governmental agency which might (i) result in substantial
impairment or loss of Seller's title to any part of the Properties, or (ii)
hinder or impede the consummation of the transactions contemplated by this
Agreement. Seller shall promptly notify Buyer of any such proceeding arising
prior to the Closing with respect to which Seller receives actual notice.
(d) While Seller has owned the Properties, all ad valorem, property,
production, severance and similar taxes based on or measured by the ownership of
property or the production of hydrocarbons or the receipt of proceeds therefrom
on the Properties have been properly paid prior to becoming delinquent and all
such taxes and assessments which would become delinquent prior to the Closing
shall have been properly paid by Seller.
Mr. James P. Boldrick
Mr. James Miles Boldrick
December 18, 1996
Page 3
(e) LIMITATION AND DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.
THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT
ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES,
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND THE REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN SHALL TERMINATE IN ALL RESPECTS UPON CLOSING. ANY
ASSIGNMENT AND BILL OF SALE OR OTHER CONVEYANCE EXECUTED AND DELIVERED PURSUANT
HERETO SHALL BE: (a) WITHOUT ANY WARRANTY OR REPRESENTATION OF TITLE, EITHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE; (b) WITHOUT ANY EXPRESS, IMPLIED,
STATUTORY OR OTHER WARRANTY OR REPRESENTATION AS TO THE CONDITION, QUANTITY,
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO MODELS OR SAMPLES OF
MATERIALS OR MERCHANTABILITY OF ANY OF THE PROPERTIES OR THEIR FITNESS FOR ANY
PURPOSE; AND (c) WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY
OR REPRESENTATION WHATSOEVER. AT CLOSING, BUYER SHALL HAVE WAIVED ITS RIGHT TO
PHYSICALLY INSPECT THE PROPERTIES FOR ALL PURPOSES. BUYER IS RELYING SOLELY
UPON ITS OWN INVESTIGATIONS WITH RESPECT TO THE PROPERTIES, AND, BUYER SHALL
ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION. IN ADDITION,
SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS,
PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR
MADE AVAILABLE TO BUYER IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY DESCRIPTION OF THE PROPERTIES, PRICING ASSUMPTIONS, OR QUALITY
OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES OR
THE ABILITY OR POTENTIAL OF THE PROPERTIES TO PRODUCE HYDROCARBONS OR THE
ENVIRONMENTAL CONDITION OF THE PROPERTIES OR ANY OTHER MATTERS CONTAINED IN
CONFIDENTIAL INFORMATION AND ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO
BUYER BY SELLER OR BY SELLER'S AGENTS OR REPRESENTATIVES. ANY AND ALL SUCH
DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS FURNISHED
BY SELLER OR BY SELLER'S AGENTS OR REPRESENTATIVES OR OTHERWISE MADE AVAILABLE
TO BUYER OR BUYER'S REPRESENTATIVES ARE PROVIDED TO OR FOR THE BENEFIT OF BUYER
AS A CONVENIENCE, AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR
AGAINST SELLER OR SELLER'S AGENTS OR REPRESENTATIVES. ANY RELIANCE ON OR USE OF
THE SAME SHALL BE AT BUYER'S SOLE RISK. THE ASSIGNMENTS AND BILLS OF SALE OR
OTHER CONVEYANCES TO BE DELIVERED BY SELLER AT CLOSING SHALL EXPRESSLY SET FORTH
THE LIMITATIONS AND
Mr. James P. Boldrick
Mr. James Miles Boldrick
December 18, 1996
Page 4
DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS PARAGRAPH.
4. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants that:
(a) Buyer is a duly organized, validly existing general partnership
organized under the laws of and in good standing in the State of Texas, and has
all requisite power and authority and is entitled to carry on its business in
Texas. Buyer has the authority to enter into this Agreement, and Buyer's
execution, delivery and performance of this Agreement will not (i) conflict with
or violate Buyer's general partnership agreement, or any agreement or instrument
to which Buyer is a party or by which Buyer is bound, or any law, administrative
regulation or rule, judgment, decree, order or statute applicable to Buyer, or
(ii) constitute a material breach of, or any event of default under, any
contract to which Buyer is a party or by which Buyer or its assets are bound, or
constitute the happening of an event or condition upon which any other party to
such a contract or agreement may exercise any right or option which will
materially adversely affect the Seller.
(b) The execution and delivery of this Agreement (including all
actions of Buyer taken pursuant to this Agreement) have been authorized by all
necessary action on the part of the Buyer. This Agreement constitutes a binding
obligation of Buyer enforceable in accordance with its terms, subject, however,
to the effects of bankruptcy, insolvency, reorganization, moratorium and similar
laws, as well as to principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(c) Buyer is not a party to any suit, action or other proceeding
before any court or governmental agency as of the date of this Agreement to
which Buyer is a party and which might hinder or impede the consummation of the
transactions contemplated by this Agreement. Buyer shall promptly notify Seller
of any such proceeding arising prior to the Closing with respect to which Buyer
receives actual notice. There are no bankruptcy, reorganization or arrangement
proceedings pending, being contemplated by or threatened against Buyer.
5. COVENANTS OF SELLER. Seller covenants and agrees with Buyer that:
(a) Prior to Closing, Seller will make available to Buyer for
examination in Seller's offices all title and other information relating to the
Properties insofar as the same are in Seller's possession and will cooperate
with Buyer in Buyer's efforts to obtain, at Buyer's expense, such additional
information relating to the Properties as Buyer may reasonably desire, to the
extent in each case that Seller may do so without violating any obligation of
confidence or other contractual commitment of Seller to a third party. Seller
shall permit Buyer, at Buyer's expense, to inspect and photocopy such
information and records at any reasonable time during the term of this Agreement
but only to the extent, in each case, that Seller may do so without violating
any obligation of confidence
Mr. James P. Boldrick
Mr. James Miles Boldrick
December 18, 1996
Page 5
or contractual commitment. Seller shall also permit Buyer to perform, at
Buyer's sole cost, risk and expense such field inspections of the Properties
as Buyer may deem necessary. The covenants of Seller set forth in this
Section 5(a) are expressly subject to the "Limitation and Disclaimer of
Representations and Warranties" contained in Section 3(e) above.
(b) Without the prior written consent of Buyer, Seller will not
encumber, sell or otherwise dispose of any of the Properties prior to the
Closing, other than the sale of oil, gas and other hydrocarbons produced, saved
and sold in the ordinary course of business.
6. TITLE. Seller represents and warrants to Buyer that at the Closing
Seller shall have Defensible Title to the Properties. The term "Defensible
Title" means title which is free of mortgages, liens, security interests and
encumbrances placed on the Properties by Seller. The term "Title Defect" means
any condition which renders Seller's title to the Properties to be less than
Defensible Title.
7. OBJECTIONS TO TITLE OR PROPERTY CONDITIONS. If title examination
reveals any Title Defect, Buyer shall give notice thereof to Seller on or before
five (5) days prior to Closing. Seller, at its option, may attempt to cure any
Title Defect raised by Buyer within such time. If the Title Defect cannot be
cured within such time or Seller elects not to cure any such Title Defect,
Seller and Buyer will attempt to negotiate a reduction in the Purchase Price to
reflect the value of the property to which such Title Defect relates. If prior
to Closing Seller is unable to cure or elects not to cure any such Title Defect,
Buyer shall have the option to (i) terminate this Agreement without liability of
either party to the other, or (ii) waive the Title Defect and proceed to
Closing. The failure of either party to cure title or other condition after
undertaking to do so shall not create any liability for such party.
8. SELLER'S CONDITIONS TO CLOSING. The obligations of Seller at Closing
are subject, at the option of Seller, to the satisfaction at or prior to Closing
of the following conditions:
(a) All representations and warranties of Buyer contained in this
Agreement shall be true in all material respects at and as of the Closing; Buyer
shall provide Seller with certificates executed by a responsible officer of
Buyer to such effect; and Buyer shall have performed and satisfied all material
obligations in all material respects required by this Agreement to be performed
and satisfied by Buyer at or prior to Closing.
(b) No suit or other proceeding shall be pending before any court or
governmental agency seeking to restrain or prohibit or declare illegal, or
seeking substantial damages in connection with, the purchase and sale
contemplated by this Agreement.
9. BUYER'S CONDITIONS TO CLOSING. The obligations of Buyer at Closing
are subject, at the option of Buyer, to the satisfaction at or prior to Closing
of the following conditions:
Mr. James P. Boldrick
Mr. James Miles Boldrick
December 18, 1996
Page 6
(a) All representations and warranties of Seller contained in this
Agreement shall be true in all material respects at and as of the Closing;
Seller shall provide Buyer with certificates executed by a responsible officer
of Seller to such effect; Seller can convey to Buyer title to the Properties as
set forth in Section 6 hereof, free and clear of all mortgages, liens, security
interests and encumbrances which may have been placed on the Properties by
Seller; and Seller shall have performed and satisfied all material agreements in
all material respects required by this Agreement to be performed and satisfied
by Seller at or prior to Closing.
(b) No suit or other proceeding shall be pending before any court or
governmental agency seeking to restrain or prohibit or declare illegal, or
seeking substantial damages in connection with, the purchase and sale
contemplated by this Agreement.
10. CLOSING. Consummation of the transactions contemplated by this
Agreement shall occur on or before December 31, 1996, at 2:00 p.m., at the
offices of Seller in Midland, Texas (the "Closing"). At the Closing, the
following events shall occur, each being a condition precedent to the others and
each being deemed to have occurred simultaneously with the others:
(a) Seller shall execute, acknowledge and deliver to Buyer a
recordable Assignment, Bill of Sale and Conveyance on the form attached hereto
as EXHIBIT "B" (in counterparts to facilitate recording).
(b) On or before December 30, 1996, at 5:00 p.m., Seller and Buyer
shall execute and deliver a settlement statement (the "Preliminary Settlement
Statement") that shall set forth the Closing Amount (as hereinafter defined) and
each adjustment and the calculation of such adjustments used to determine such
amount. The term "Closing Amount" shall mean the Purchase Price adjusted as
provided above.
(c) Buyer shall pay the Closing Amount to Seller by cashier's check
or certified funds, or by wire transfer in immediately available funds received
prior to the close of banking hours on the day of Closing as follows:
Account: Costilla Energy, Inc.
Account No.: 3750767438
NationsBank of Texas, N.A.
ABA Routing No.: 111000012
Attention: Frank K. Stowers
NationsBank of Texas - Midland
(915) 685-2179
(d) Seller shall deliver to Buyer exclusive possession of the
Properties.
Mr. James P. Boldrick
Mr. James Miles Boldrick
December 18, 1996
Page 7
(e) Buyer shall deliver to Seller a certificate of incumbency as to
those partners of Buyer executing instruments in connection with this Agreement.
Seller shall deliver to Buyer (i) a copy of the resolutions adopted by Seller
authorizing this transaction and the consummation thereof, certified by the
secretary or assistant secretary of Seller to be a true and correct copy, and
(ii) a certificate of incumbency as to those officers of Seller executing
instruments in connection with this Agreement.
(f) Seller and Buyer shall execute, acknowledge and deliver transfer
orders or letters in lieu thereof directing all purchasers of production to make
payment to Buyer of proceeds attributable to production from the Properties
after the Effective time.
(g) Seller shall deliver to Buyer the original files of Seller
relating to the Properties.
11. OBLIGATIONS AFTER CLOSING. The parties hereto shall have the
following obligations after Closing:
(a) Within 60 days after the Closing, Seller shall prepare and
deliver to Buyer, in accordance with this Agreement and generally accepted
accounting principles, a statement ("Seller's Final Settlement Statement")
setting forth each adjustment to Purchase Price that was not finally determined
as of the Closing. Within 75 days after the Closing, Buyer shall deliver to
Seller a written notice containing any changes that Buyer proposes be made to
the Seller's Final Settlement Statement. The parties shall undertake to agree
with respect to the amounts due pursuant to such proposals within 90 days after
the Closing. The final agreed price paid by Buyer to Seller for the Properties
after all adjustments is hereinafter referred to as the "Final Purchase Price."
The date upon which such agreement is reached or upon which the Final Purchase
Price is established shall be herein called the "Final Settlement Date." If the
Final Purchase Price is more than the Closing Amount, Buyer shall pay to Seller
in immediately available funds the amount of such difference. If the Final
Purchase Price is less than the Closing Amount, Seller shall cause to be paid to
Buyer, in immediately available funds, the amount of such difference. Payment
by Buyer or Seller shall be made within five days of the Final Settlement Date.
(b) Seller shall pay all sales taxes occasioned by the sale of the
Properties. Buyer shall pay all documentary, filing and recording fees
required in connection with the filing and recording of any assignments. All ad
valorem taxes, real property taxes, personal property taxes and similar
obligations concerning the Properties with respect to the tax period in which
the Effective Time occurs shall be apportioned as of the Effective Time between
Seller and Buyer.
(c) After Closing, Seller and Buyer shall execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, such instruments
and take such other actions, including payment of monies, as may be necessary or
advisable to carry out their obligations under this
Mr. James P. Boldrick
Mr. James Miles Boldrick
December 18, 1996
Page 8
Agreement and under any document, certificate or other instrument delivered
pursuant hereto or required by law.
(d) If at any time subsequent to the Closing Buyer comes into
possession of money or property belonging to the Seller, such money or other
property shall be promptly delivered to the Seller. If at any time subsequent
to the Closing Seller comes into possession of money or property belonging to
the Buyer, such money or other property shall be promptly delivered to the
Buyer.
(e) [OMITTED]
(f) Seller agrees that within sixty (60) days after Closing Seller
will be dissolved or change its name. From and after the Closing, Seller shall
have no objection to Buyer using the name "Statewide Minerals Company", or any
variation thereof. In addition, following Closing Seller will cooperate with
Buyer in attempting to cause Seller's post office box and telephone number to be
transferred to Buyer.
(g) All representations and warranties of the parties hereto, and all
obligations of the parties hereunder, except those contained in the assignments
to be delivered at Closing and except those contained in this Section 11, shall
terminate at Closing and shall be of no force and effect.
12. TERMINATION. This Agreement may be terminated (i) as provided in
Section 7 hereof, or (ii) except as otherwise provided herein, by either party
hereto if Closing has not occurred on or before the date set forth above for
Closing. If this Agreement is terminated for any reason or is breached, nothing
contained herein shall be construed to limit Seller's or Buyer's legal or
equitable remedies including, without limitation, damages for the breach or
failure of any representation, warranty, covenant or agreement contained herein
and the right to enforce specific performance of this Agreement.
13. [OMITTED]
14. GENERAL PROVISIONS.
(a) All notices hereunder shall be in writing, dated and signed by
the party giving the same. Each notice shall be either (i) delivered in person
to the address of the party for whom it is intended at the address of such party
as shown below, or (ii) delivered to the United States Postal Service in a
secure and sealed envelope or other suitable wrapper addressed to the party for
whom it is intended at the address of such party as provided below, with
sufficient postage affixed, certified or registered mail, return receipt
requested, or (iii) sent by facsimile. If such notice is so mailed, the
effective date of such notice shall be the date of delivery or attempted
delivery if the same is not delivered and is returned to the party attempting to
give such notice. The address at which any party
Mr. James P. Boldrick
Mr. James Miles Boldrick
December 18, 1996
Page 9
hereto is to receive notice may be changed from time to time by such party by
giving notice of the new address to all other parties hereto. The address of
the Seller is the letterhead address shown on the first page of this
Agreement, and the address of the Buyer is the same as the address of this
letter.
(b) This Agreement may not be amended nor any rights hereunder waived
except by an instrument in writing signed by both parties hereto.
(c) The headings of the sections of this Agreement are for
convenience of reference only and shall not affect any of the provisions of this
Agreement.
(d) References made in this Agreement, including use of a pronoun,
shall be deemed to include where applicable, masculine, feminine, singular or
plural, individuals, partnerships or corporations. As used in this Agreement,
"person" shall mean any natural person, corporation, partnership, trust, estate
or other entity.
(e) This Agreement and the transactions contemplated hereby shall be
construed in accordance with, and governed by, the laws of the State of Texas.
In the event of any litigation or other proceedings in connection with this
Agreement, the venue for any such proceeding shall be in a court of competent
jurisdiction located in Midland County, Texas.
(f) This Agreement constitutes the entire understanding among the
parties with respect to the subject matter hereof, superseding all negotiations
and prior understandings relating to such subject matter.
(g) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and, except as otherwise prohibited, their
respective successors and assigns. Nothing contained in this Agreement, or
implied herefrom, is intended to confer upon any other person or entity any
benefits, rights or remedies.
(h) Buyer or Seller may assign all or any portion of their
respective rights or delegate any portion of their duties hereunder without the
consent of the other party hereto, but any assigning party shall give the other
party prompt written notice of any such assignment.
(i) If a court of competent jurisdiction determines that any
provision of this Agreement is void, illegal or unenforceable, the other
provisions of this Agreement shall remain in full force and effect and the
provisions that are determined to be void, illegal or unenforceable shall be
limited so that they shall remain in effect to the extent permissible by law.
(j) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE
PROPERTIES DO NOT INCLUDE AND BUYER AGREES AND
Mr. James P. Boldrick
Mr. James Miles Boldrick
December 18, 1996
Page 10
ACKNOWLEDGES THAT SELLER HAS RESERVED FROM THE PROPERTIES AND HEREBY RESERVES
UNTO ITSELF ANY AND ALL OF ITS INTEREST IN (a) ALL MICROSOFT OFFICE SUITE
COMPUTER SOFTWARE, ALL ENERTECH OIL AND GAS COMPUTER SOFTWARE AND ALL LASSER,
INC. COMPUTER SOFTWARE; (b) SOUTH TIMBALIER BLOCK 203, SOUTH TIMBALIER AREA,
OUTER CONTINENTAL SHELF, BEING THOSE LANDS COVERED BY OIL AND GAS LEASE NO.
OCS-G-1269 DATED JUNE 1, 1962, FROM THE UNITED STATES OF AMERICA, AS LESSOR,
TO THE CALIFORNIA COMPANY, AS LESSEE, RECORDED IN BOOK 646, PAGE 510889,
__________________ PARISH, LOUISIANA, AND THE OCS-G-1269A #2, 3, 4 AND 5
WELLS; AND (c) ALL MONIES, REFUNDS, PROCEEDS, RECEIPTS, CREDITS, RECEIVABLES,
ACCOUNTS AND INCOME ATTRIBUTABLE TO ITS ASSETS AND ACCRUING PRIOR TO THE
EFFECTIVE TIME ((a) THROUGH (c), COLLECTIVELY THE "EXCLUDED PROPERTIES").
If the foregoing correctly sets forth our agreement in this matter, please
so indicate by executing two copies of this letter in the space provided below
and returning a fully executed copy to the undersigned whereupon this letter
shall become a binding agreement between us.
Very truly yours,
STATEWIDE MINERALS, INC.
By: /s/ Michael J. Grella
Michael J. Grella
President
/jmg
AGREED TO AND ACCEPTED this
_______ day of December, 1996
Boldrick Partners, a Texas general
partnership
By: /s/ JAMES PRATT BOLDRICK
---------------------------------
James Pratt Boldrick
General Partner
By: /s/ JAMES MILES BOLDRICK
---------------------------------
James Miles Boldrick
General Partner
Exhibit "A"
All of Seller's interests in all oil, gas and other mineral interests,
royalty interests, and overriding royalty interests, of every kind and
character, and wherever located, including, without limitation, all of Seller's
mineral, royalty and overriding royalty interests in the wells and lands
described on the following pages of this Exhibit "A" or described in the deeds
or other instruments described in the following pages of this Exhibit "A",
together with all of Seller's interest in (i) all oil, gas, mineral and other
hydrocarbon substances produced from said properties from and after the
Effective Time, and (ii) all contracts, agreements, land files, division order
files, title files, other files and data related to said properties; LESS AND
EXCEPT THE EXCLUDED PROPERTIES.
EXHIBIT "B"
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
STATE OF )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF )
That, for and in consideration of the sum of Ten Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, STATEWIDE MINERALS, INC., a Texas corporation, having its
principal place of business at 400 West Illinois, Suite 1000, Midland, Midland
County, Texas 79701 (hereinafter called "ASSIGNOR"), does hereby ASSIGN,
TRANSFER and CONVEY, effective as of October 1, 1996, at 7:00 a.m., at the
location of the respective Properties (the "EFFECTIVE TIME"), unto BOLDRICK
PARTNERS, a Texas general partnership composed of James Pratt Boldrick and James
Miles Boldrick, having its principal place of business at 1801 West Wall,
Midland, Texas 79701 (hereinafter called "ASSIGNEE"), the following described
properties, LESS AND EXCEPT THE EXCLUDED PROPERTIES (the "PROPERTIES"):
All of Assignor's assets and properties of every kind and character,
and wherever located, including, without limitation, all of Assignor's
mineral, royalty and overriding royalty interests in the lands
described on EXHIBIT "A" attached hereto and made a part hereof, or
described in the deeds or other instruments described in EXHIBIT "A"
attached hereto, together with all of Assignor's interest in (i) all
oil, gas, mineral and other hydrocarbon substances produced from said
properties from and after the Effective Time, and (ii) all contracts,
agreements, land files, division order files, title files, and other
files and data related to said properties.
This Assignment, Bill of Sale and Conveyance is subject to the following
terms, covenants and conditions:
1. THIS ASSIGNMENT IS MADE (a) WITHOUT ANY WARRANTY OR REPRESENTATION OF
TITLE, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE; (b) WITHOUT ANY EXPRESS,
IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION AS TO THE CONDITION,
QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO MODELS OR
SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY OF THE PROPERTIES OR THEIR
FITNESS FOR ANY PURPOSE; and (c) WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY
OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. ASSIGNEE SHALL BE DEEMED TO
HAVE WAIVED ITS RIGHT TO PHYSICALLY INSPECT ASSIGNOR'S PROPERTIES FOR ALL
PURPOSES. ASSIGNEE IS RELYING SOLELY UPON ITS OWN INVESTIGATIONS WITH RESPECT
TO THE PROPERTIES AND ASSIGNEE SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS,
WHERE IS" CONDITION. IN ADDITION, ASSIGNOR HAS MADE AND MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR
COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR
MATERIALS NOW, HERETOFORE OR
Mr. James P. Boldrick
Mr. James Miles Boldrick
December 18, 1996
Page 13
HEREAFTER FURNISHED OR MADE AVAILABLE TO ASSIGNEE IN CONNECTION WITH THIS
ASSIGNMENT, INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE PROPERTIES,
PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY, OF HYDROCARBON RESERVES (IF ANY)
ATTRIBUTABLE TO THE PROPERTIES OR THE ABILITY OR POTENTIAL OF THE PROPERTIES
TO PRODUCE HYDROCARBONS OR THE ENVIRONMENTAL CONDITIONS OF THE PROPERTIES OR
ANY OTHER MATTERS CONTAINED IN CONFIDENTIAL INFORMATION AND ANY OTHER
MATERIALS FURNISHED OR MADE AVAILABLE TO ASSIGNEE BY ASSIGNOR OR BY
ASSIGNOR'S AGENTS OR REPRESENTATIVES. ANY AND ALL SUCH DATA, RECORDS,
REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS FURNISHED BY ASSIGNOR
OR BY ASSIGNOR'S AGENTS OR REPRESENTATIVES OR OTHERWISE MADE AVAILABLE TO
ASSIGNEE ARE AND WERE PROVIDED TO ASSIGNEE AS A CONVENIENCE, AND SHALL NOT
CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST ASSIGNOR OR ITS AGENTS OR
REPRESENTATIVES. ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT ASSIGNEE'S
SOLE RISK.
2. This Assignment, Bill of Sale and Conveyance is made with full rights
of substitution and subrogation of Assignee, to the extent of the interest
hereby assigned, in and to all covenants and warranties by others heretofore
given or made with respect to the Properties.
3. This Assignment, Bill of Sale and Conveyance is made subject to
governmental and regulatory agency rules and regulations and subject to all the
terms and the express and implied covenants and conditions of the instruments
described on Exhibit "A" and of any other matter appearing of record or of which
Assignee has either notice or knowledge. Further, the terms, covenants and
conditions hereof shall be binding upon and shall inure to the benefit of the
Assignor and the Assignee and their respective successors and assigns, and such
terms, covenants and conditions shall be covenants running with the land herein
assigned and with each transfer or assignment of said land.
4. This Assignment, Bill of Sale and Conveyance is made and shall be
subject to the terms and provisions of that certain Purchase and Sale Letter
Agreement between Assignor, as Seller, and Assignee, as Buyer, dated December
18, 1996, which shall prevail in the event of any conflict between the terms and
provisions hereof and thereof.
5. Notwithstanding anything in this Assignment, Bill of Sale and
Conveyance to the contrary, the Properties do not include and Assignee agrees
and acknowledges that Assignor has reserved and hereby reserves unto itself any
and all of its interest in (a) all Microsoft Office Suite computer software,
all Enertech Oil and Gas computer software and all Lasser, Inc. computer
software; (b) South Timbalier Block 203, South Timbalier Area, Outer
Continental Shelf, being those lands covered by Oil and Gas Lease No. OCS-G-1269
dated June 1, 1962, from the United States of
Mr. James P. Boldrick
Mr. James Miles Boldrick
December 18, 1996
Page 14
America, as Lessor, to the California Company, as Lessee, recorded in Book 646,
Page 510889, __________________ Parish, Louisiana, and the OCS-G-1269A #2, 3, 4
and 5 wells; and (c) all monies, refunds, proceeds, receipts, credits,
receivables, accounts and income attributable to its assets and accruing prior
to the Effective Time ((a) through (c), collectively the "EXCLUDED PROPERTIES").
6. This Assignment, Bill of Sale and Conveyance may be executed in any
number of counterparts and each counterpart shall be deemed to be an original
instrument, but all counterparts shall constitute but one Assignment, Bill of
Sale and Conveyance. To facilitate recordation, there may be omitted from
certain counterparts of this instrument all or part of Exhibit "A".
TO HAVE AND TO HOLD the Properties unto the Assignee, and its successors
and assigns, subject to the terms, covenants and conditions hereinabove set
forth.
EXECUTED this ______ day of December, 1996, to be effective in all respects
as of the Effective Time.
ASSIGNOR: STATEWIDE MINERALS, INC.
By:
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Name:
Title:
ASSIGNEE: BOLDRICK PARTNERS
By:
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James Pratt Boldrick, General Partner
By:
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James Miles Boldrick, General Partner
[Appropriate Acknowledgments to be Attached]