ASSETS PURCHASE AGREEMENT
1. Introduction. This Assets Purchase Agreement (the "Agreement") is
made December 19, 2005, between PERMIAN DRILLING CORPORATION, a New Mexico
corporation ("Seller"), and MAVERICK OIL AND GAS, INC. a Nevada corporation or
its designated affiliate or subsidiary entity ("Buyer").
2. Sale and Purchase of Personal Property Assets. Seller owns and
operates Permian Drilling Corporation Rig #2, a Xxxxxx 75, more completely
described upon Schedule "A" attached hereto and incorporated herein by reference
("Rig #2"). Seller hereby sells to Buyer and buyer hereby purchases from Seller
Rig #2 upon the terms and conditions set out in this Agreement.
3. Purchase Price. The purchase price (the "Purchase Price") shall be
Six Million Nine Hundred Thousand Dollars ($6,900,000.00) cash, to be paid as
follows: a) $690,000.00 xxxxxxx money (the "Deposit") shall be deposited into
the account of Seller at First National Bank of Hobbs, Account No. 260315210 by
electronic wire transfer no later than 11:59 A.M. MST on Wednesday December
21,2OO5; this Deposit shall be credited toward the purchase price BUT IS NOT
REFUNDABLE IN THE EVENT BUYER DOES NOT CLOSE THIS TRANSACTION AND IS IN BREACH
OF ITS OBLIGATIONS AS AGREED HEREIN; b) the $6,210,000.00 balance shall be sent
by electronic wire transfer to the escrow account of Xxxxxxx & Xxxxxxx Title &
Abstract Co., Inc., Hobbs, New Mexico, no later than the closing date of this
transaction, as described herein. If this transaction closes, Seller shall pay
the closing costs of Xxxxxxx & Xxxxxxx, up to but in no event exceeding
$5,000.00. Each party shall pay its own attorney fees and other costs. If this
transaction does not close on or before January 31, 2006, and Buyer is not in
breach of its
obligations as agreed herein, at Buyer's option and subject to Paragraph 13
below, the Deposit shall be immediately refunded to Buyer. If this transaction
does not close on or before January 31, 2006, and Buyer is in breach of its
obligations as agreed herein, the Deposit may be retained by Seller as its sole
remedy for Buyer's breach.
4. Time and Place of Closing. The closing shall take place at Xxxxxxx &
Xxxxxxx, 0000 X. Xxxxxx, Xxxxx X, Xxxxx, Xxx Xxxxxx 00000, on the Delivery Date
(defined below), at 1:00 P.M. MST, or such other place or time as may be
mutually agreed.
5. Adjournment of Closing. The closing may be adjourned to another time
but only upon Buyer's and Seller's mutual written consent.
6. Documents to be Delivered at Closing. At the closing the Seller
shall deliver to the Buyer a properly executed Xxxx of Sale with Warranties of
title transferring Rig #2 to Buyer, free and clear of liens and encumbrances. At
closing, Buyer shall deliver to Seller by electronic wire transfer into the
escrow account of Xxxxxxx & Xxxxxxx the balance of the purchase price as
described above.
7. Possession: No Warranties as to Condition, etc. Buyer shall take
possession of Rig #2 in Lea County, New Mexico upon the completion of Rig #2's
drilling project in Lea County, New Mexico, for [add name of Operator] which
shall be no later than January 15, 2006 (the "Delivery Date"). Rig #2 shall be
sold and transferred "AS IS, WHERE IS, WITH ALL FAULTS AND WITH NO WARRANTIES
EXPRESSED OR IMPLIED, AS TO RIG #2'S CONDITION, MAINTENANCE REQUIREMENTS,
MERCHANTABILITY, OR SUITABILITY FOR BUYER'S INTENDED USES". Provided, however,
that Rig #2 shall be delivered to Buyer in approximately the same condition as
it is in
as of Buyer's execution of this Agreement with no material adverse change other
than normal wear and tear.
8. When Title Passes. Upon the delivery to Buyer and to Seller at
closing of the documents and money described in Paragraph 6, this sale shall
close and Buyer shall thereupon have title to and possession of Rig #2 purchased
hereunder. The parties anticipate that closing shall occur on the Delivery Date
and that title shall pass on that date.
9. Seller's Representations. Seller represents and warrants the
following:
(a) Good Title. Seller has good and marketable title to all the
assets to be sold pursuant to this Agreement, and such assets
are free of any encumbrances or will be free of encumbrances
at closing.
(b) No Judgments, Liens, etc. No judgments, liens, security
interests, adverse claims, actions, or proceedings are
presently outstanding or pending against Rig #2 or any other
assets of the business or Seller and none will be outstanding
or pending when the sale closes.
(c) No warranties. There are no warranties as to Rig #2's
condition, maintenance requirements, merchantability, or
suitability for Buyer's intended uses.
10. Buyer's Representations. Buyer represents and warrants that
Buyer has had an opportunity to inspect Rig #2 sold hereunder, and Buyer knows
the physical condition of Rig #2 as of its execution of this Agreement. Buyer
represents and warrants that Buyer has not relied upon any representations by
Seller or others as to the past or present earnings or the prospects of future
earnings to be derived from Rig #2. BUYER ACKNOWLEDGES AND AGREES THAT RIG #2 IS
SOLD AND TRANSFERRED "AS IS, WHERE IS, WITH ALL FAULTS AND WITH NO WARRANTIES,
EXPRESSED OR IMPLIED, AS TO RIG #2'S CONDITION, MAINTENANCE REQUIREMENTS,
MERCHANTABILITY, OR SUITABILITY FOR BUYER'S INTENDED USES".
11. Risk of Loss or Destruction. Seller assumes all risk of loss or
damage caused by tire, wind, persons or other casualty up to the delivery of
possession to Buyer as provided herein.
12. Agreement Binding. This Agreement is binding upon and shall
inure to the benefit of the parties' successors and assigns. This Agreement
constitutes the entire agreement between Buyer and Seller and supercedes all
prior agreements and understandings, both written and oral, with respect to the
subject matter hereof, and can be amended only by written document signed by
both parties.
13. Delay in Delivery. Should Seller fail to Deliver Rig #2 on or
before January 15, 2006, Buyer shall have the option to terminate this Agreement
by giving written notice to Seller and Buyer shall be entitled to an immediate
refund of the Purchase Price and any closing costs of Xxxxxxx & Xxxxxxx paid by
Buyer. If Buyer elects not to terminate this Agreement pursuant to the preceding
sentence and closing occurs, the Purchase Price shall be reduced by $5,000 for
each day after January 15, 2006 on which Seller fails to deliver Rig #2 as
contemplated herein.
14. Applicable law. This Agreement shall be construed in accordance
with the laws of the State of New Mexico.
15. Counterparts: Facsimile Signatures. This Agreement can be signed
in counterparts, which together shall constitute an original document, and by
facsimile signature, which shall be treated as original signatures of all
purposes.
EXECUTED BY SELLER THIS 19th DAY OF DECEMBER, 2005, AND BY BUYER THIS
___________ DAY OF DECEMBER, 2005.
PERMIAN DRILLING CORPORATION MAVERICK OIL AND GAS, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ V. Xxx Xxxxxx
----------------------------- -------------------------
XXXXXX X. XXXXX, President V. XXX XXXXXX, CEO
000 Xxxx Xxxxxxx 000 X. Xxx Xxxx Xxxx., Xxxxx 000
Xxxxx, Xxx Xxxxxx 00000 Xxxx Xxxxxxxxxx, XX 00000
SELLER BUYER
[LOGO] MAVERICK
OIL AND GAS, INC.
December 19, 2005
Xx. Xxxxx Xxxx
XX Xxxx and Associates
VIA FACSIMILE
Re: Permian Drilling Corporation Rig #2
CC: Xxxxxx Xxxx -- Permian Drilling Corporation
X.X. Xxx 000
Xxxxx, XX 00000
Dear Xxxxx,
Pursuant to our discussions earlier today, attached is the final version of the
Sale and Purchase Agreement between Maverick Oil and Gas, Inc. and Permian
Drilling Corporation for the acquisition of Permian Rig #2.
For the avoidance of confusion, I wish to reiterate that we have today agreed
that (1) Maverick will cause the initial payment of $690,000.00 to be
electronically transferred to the designated Permian bank account within 48
hours of the SPA being executed by both parties and (2) that Maverick will cause
the transaction to be concluded on or about January 3,2006 and that Maverick
will pay to Permian the rate of $14,000.00 per day for each day that elapses
between the earliest date that the subject rig is available for delivery
following the completion of its current well (estimated to be approximately
December 27, 2005) and the date that the transaction is finally closed during
January, 2006.
If you are in agreement with the above and the Sale and Purchase Agreement is
acceptable, please so designate by signing in the space provided below and
returning to me via return facsimile.
000 Xxxx Xxx Xxxx Xxxx., Xxxxx 000; Xxxx Xxxxxxxxxx, XX 00000
Tel: 000-000-0000; Fax: 000-000-0000
We appreciate your cooperation in this matter and look forward to concluding
this transaction shortly.
Sincerely,
/s/ V. Xxx Xxxxxx
--------------------------
V. Xxx Xxxxxx
Chief Executive Officer
Agreed and Accepted
/s/ Xxxxxx Xxxxx
--------------------------
Permian Drilling Corporation
By: Xxxxxx Xxxxx
Its: President
000 Xxxx Xxx Xxxx Xxxx., Xxxxx 000; Xxxx Xxxxxxxxxx, XX 00000
Tel: 000-000-0000; Fax: 000-000-0000
AGREEMENT REGARDING ASSIGNMENT AND ASSUMPTION
OF RIGHTS AND OBLIGATIONS UNDER
ASSETS PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is executed and delivered on the 30th
day of January, 2006, by Maverick Oil and Gas, Inc., a Nevada corporation, as
assignor ("Assignor" or the "Purchaser"), and Xxxxxxxx Drilling Company, a
Delaware corporation, as assignee ("Assignee").
WHEREAS, Assignor has the right to purchase a Xxxxxx 75 drilling rig
known as the Permian Drilling Corporation Rig #2 from Permian Drilling
Corporation, a New Mexico corporation (the "Seller"), pursuant to the terms and
conditions of that certain Assets Purchase Agreement dated December 19, 2005
(the "Purchase Agreement"), by and between the Seller and the Purchaser.
WHEREAS, (i) Assignor wishes to assign its rights under the Purchase
Agreement to Assignee, including without limitation its right to purchase Rig #2
and the right to apply the Deposit made by Assignor against the Purchase Price
for Rig #2 (the "Assigned Rights"), and (ii) Assignee wishes to accept the
Assigned Rights and, subject to the terms hereof, assume the related obligations
of the Purchaser under the Purchase Agreement (the "Assumed Obligations");
WHEREAS, capitalized terms used herein without definition shall have
the respective meanings ascribed to them in the Purchase Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, Assignee and Assignor, with the consent and
agreement of the Seller, hereby undertake, covenant and agree as follows:
Section 1. Transfer of Assigned Rights. Assignor hereby assigns,
transfers and sets over to Assignee the Assigned Rights, subject only to the
assumption by Assignee of the Assumed Obligations, to have and to hold the same
unto Assignee and Assignee's successors and assigns forever, and Assignee hereby
accepts such assignment of the Assigned Rights. Assignor hereby constitutes and
appoints Assignee, its successors and assigns, the true and lawful attorneys of
Assignor, with full power of substitution in the name, place and stead of
Assignor or otherwise, but on behalf and for the benefit of Assignee, its
successors and assigns, to enforce the terms of the Purchase Agreement and from
time to time to institute and prosecute, in the name of Assignor or otherwise,
any and all proceedings at law, in equity or otherwise, which Assignee, its
successors and assigns may deem proper in order to assert or enforce any claim
or right arising out of the Purchase Agreement, and to do any and all acts and
things in relation to the Purchase Agreement that Assignee, its successors and
assigns shall deem advisable, Assignor hereby declaring that the foregoing
powers are coupled with an interest and are and shall be irrevocable and
perpetual and shall not be terminated by any act of Assignor, or by operation of
law, or in any other manner or for any reason whatsoever.
Section 2. Assumption of Assumed Obligations.
(a) In consideration of the assignment provided for in Section 1
hereof and the payment by Assignor to Assignee provided for in paragraph 2 (b)
below, and conditioned upon such payment, Assignee hereby assumes the Assumed
Obligations. The Assignee does hereby expressly acknowledge and agree that it
will be fully bound by the terms of the Purchase Agreement to the same extent as
if it were an original party thereto, and that except as expressly provided for
herein, Assignee shall indemnify and hold harmless Assignor from any liability
or obligation arising out of the Assumed Obligations.
(b) As partial consideration for the assumption of the Assumed
Obligations, Assignor agrees to pay to Assignee the Assignment Consideration,
defined below. The "Assignment Consideration" is the sum of the (i) Purchase
Price of $6,900,000, plus (ii) any amounts due to the Seller pursuant to the
letter agreement dated December 19, 2005, between Assignor and Seller providing
for a payment of $14,000 per day in certain circumstances, plus (iii) to the
extent that there are any sales taxes payable as a consequence of the sale and
purchase of Rig #2 and the Seller is not responsible for such taxes, the amount
of such taxes, less (iv) the $3,646,500 appraised value of Rig #2, less (v) the
$690,000 Deposit previously paid by Assignor. The Assignment Consideration shall
be paid by Assignor to Assignee simultaneously with Assignee's payment to Seller
of all sums due at the closing of the Purchase Agreement. The Assignment
Consideration shall be applied by the Assignee towards the remaining Purchase
Price for Rig #2 at the closing of the Purchase Agreement. If for any reason the
Purchase Agreement does not close and the Assignment Consideration has been paid
to Assignee, and if Assignee does not have any continuing liability under the
Purchase Agreement, the Assignment Consideration shall be repaid by Assignee to
Assignor. Notwithstanding anything to the contrary contained herein, if the
Purchase Agreement does not close as a result of default by Assignee to fully
perform the Assumed Obligations, the Assignment Consideration shall be repaid to
Seller regardless of whether Assignor has continuing liability under the
Purchase Agreement.
Section 3. Consent of Seller. This Agreement is conditioned upon
and subject to the consent by the Seller to the assignment of the Assigned
Rights and to the assumption of the Assumed Obligations.
Section 4. Drilling Contract. Assignor and Assignee agree, upon
the purchase of Rig #2 by Assignee pursuant to the Purchase Agreement and this
Agreement, to enter into a drilling services contract in the form attached to
this Agreement as Exhibit A.
Section 5. Further Assurances. Each party, for itself and its
successors and assigns, hereby covenants and agrees that, at any time and from
time to time after delivery of this Agreement, another party's request and
expense but without
further consideration, it will do, execute, acknowledge or deliver, or will
cause to be done, execute, acknowledged or delivered, all such further
acknowledgments, deeds, conveyances, transfers, and similar instruments of
assignment or assumption as may be reasonable and necessary for the conveying,
assigning, transferring, assuming, confirming or vesting in such party, any
documents or instruments intended to be conveyed hereby.
Section 6. Successors and Assigns. This Agreement shall be binding
upon the parties and their respective successors and assigns, for the uses and
purposes above set forth and referred to and shall inure to the benefit of the
parties hereto and their respective successors and assigns.
Section 7. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws (other than those governing
conflict of law questions) of the State of New Mexico.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Agreement
to be duly executed.
ASSIGNOR:
Maverick Oil and Gas, Inc.
By________________________________
Name:
Title:
ASSIGNEE:
Xxxxxxxx Drilling Company
By________________________________
Name:
Title:
ADDENDUM TO ASSETS PURCHASE AGREEMENT
AND LETTER AGREEMENT
The Parties to that certain Assets Purchase Agreement dated December 19,
2005 ("Purchase Agreement") and letter dated December 19, 2005 ("Letter
Agreement"), copies of which are attached hereto and incorporated herein by
reference, hereby modify the Purchase Agreement and Letter Agreement only as
follows:
X. Xxxxxxxx Drilling Company, a Delaware corporation, is added as an
additional Buyer. Upon the delivery at closing of all monies owing to Seller by
Buyers, the Buyers shall designate the name of the Buyer to whom the Xxxx of
Sale will be issued and delivered by Seller.
B. The Parties reaffirm the continuing obligation of Maverick and
Xxxxxxxx as Buyers to pay to Seller at closing the unpaid Purchase Price and the
additional sum of $14,000.00 per day for each day that elapses between the
earliest date that the subject rig was available for delivery following the
completion of its then-current well and the date that the transaction is finally
closed during January 2006. This day rate began December 28, 2005 at 2:00 a.m.,
and will continue through January 30, 2006, the current anticipated day of
closing. If the closing is completed before or after January 30, 2006, the sum
of $14,000.00 per day will be deducted or added as applicable through the date
of closing. The Buyer shall pay Seller at the time of closing the following
amount:
$6,900,000.00 (original sale price)
-$690,000.00 (already received)
+$476,000.00 (day rate 12/28/05 through 1/30/06 (34 days)
+$32,833.00 (gross receipts tax)
TOTAL OWED AT CLOSING - $6,717,833
All funds are to be wire-transferred into the trust account of Xxxxxxx & Xxxxxxx
on the date of closing by 11:59 a.m. New Mexico time before closing is
completed. Xxxxxxx & Xxxxxxx'x wiring instructions are attached hereto as
Exhibit A and made a part hereof.
C. This Addendum can be signed in counterparts, which together shall
constitute an original document, and by facsimile signatures, which shall be
treated as original signatures for all purposes.
D. Except as expressly modified herein, all provisions of the Purchase
Agreement and Letter Agreement remain unchanged and in full force and effect.
EXECUTED by Seller this 30th day of January, 2006, by Maverick this 30th
day of January, 2006, and by Xxxxxxxx this 30th day of January, 2006.
PERMIAN DRILLING CORPORATION MAVERICK OIL AND GAS, INC.
By:______________________________ By:_____________________________________
XXXXXX X. XXXXX, President V. XXX XXXXXX, CEO
000 Xxxx Xxxxxxx 000 Xxxx Xxx Xxxx Xxxx., Xxxxx 000
Xxxxx, Xxx Xxxxxx 00000 Xxxx Xxxxxxxxxx, XX 00000
SELLER BUYER
AGREED AND ACCEPTED
XXXXXXXX DRILLING COMPANY
By:_______________________________
Name:_____________________________
Title:____________________________
ADDITIONAL BUYER
-2-
EXHIBIT A
WIRING INSTRUCTIONS
XXXXX FARGO BANK NEW MEXICO - ALBUQUERQUE
000 XXXX XXXXX
XXXXXXXXXXX, XX 00000
ABA #000000000
CREDIT TO: XXXXX FARGO BANK - HOBBS-ABQ. PLEASE PHONE ADVISE HOBBS
FOR FURTHER CREDIT: XXXXXXX & XXXXXXX TRUST ACCOUNT
ACCOUNT NUMBER: 1100225525
NOTIFY XXXXX WHEN RECEIVED 000-000-0000
REFERENCE PERMIAN DRILLING
