SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
December 16, 1997
Date of Report
(Date of Earliest Event Reported)
MILLER PETROLEUM, INC.
(Exact Name of Registrant as Specified in its Charter)
Tennessee 33-2249-FW 62-1028629
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
3651 Baker Highway
Huntsville, Tennessee 37756
(Address of Principal Executive Offices)
Registrant's Telephone Number
(423) 663-9457
Not applicable
(Former Name or Former Address if changed Since Last Report)
<PAGE>
Item 1. Changes in Control of Registrant.
None; not applicable.
Item 2. Acquisition or Disposition of Assets.
Pursuant to a Purchase and Sale Agreement (the "Agreement") dated
December 16, 1997, the Registrant acquired all right, title and interest of
AKS Energy Corporation, a Delaware corporation ("AKS"), in certain oil and gas
leases, fee oil and gas properties and other property interest and unit rights
described in Exhibit A thereof; certain wells described in Exhibit B thereof;
certain equipment described in Exhibit C thereof; certain contractual rights
described in Exhibit D thereof; and certain personal property described in
Exhibit E thereof. A copy of the Agreement and related exhibits is attached
hereto and is incorporated herein by reference. See Item 7 of this Report.
The Registrant paid $2,308,207 for these interests, as follows, to-wit:
$1,910,000 on closing (the "Closing"); the issuance of 45,000 shares of
"restricted securities" of the Registrant valued at $2 per share; and the
assumption of $308,207 of liabilities and obligations affecting the interests
acquired (see Assumption Agreement, a copy of which is attached hereto and is
incorporated herein by reference).
AKS has "piggy back registration rights" covering the 45,000 shares of
the Registrant issued under the Agreement, and the unconditional right to
"put" these securities to the Registrant at a price of $2 per share at any
time after the shares of common stock of the Registrant trade for in excess of
$2 per share for any 30 day period prior to the anniversary date of the
Agreement. See the Put Agreement and Piggy Back Registration Rights
instrument, a copy of which is attached hereto and is incorporated herein by
reference. See Item 7 of the Report.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Directors and Executive Officers.
None; not applicable
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of the Registrant, taking into account the
completion of the Agreement, shall be filed with the Securities and Exchange
Commission in the Registrant's 10-QSB Quarterly Report for the quarter ended
January 31, 1998, which were filed on March 13, 1998.
(b) Pro Forma Financial Information.
The financial statements of the Registrant, taking into account the
completion of the Agreement, shall be filed with the Securities and Exchange
Commission in the Registrant's 10-QSB Quarterly Report for the quarter ended
January 31, 1998, which were filed on March 13, 1998.
(c) Exhibits.
Exhibit
Description of Exhibit* Number
Purchase and Sale Agreement 10
Exhibit A-Leases
Exhibit B-Wells
Exhibit C-Equipment
Exhibit D-Contracts
Exhibit E-Personal Property
Exhibit F-Allocation of Purchase Price
Put Agreement and Piggy Back Registration
Rights 10.1
Assumption Agreement 10.2
Documents Incorporated by Reference*
None.
* Summaries of any exhibit are modified in their
entirety by this reference to each exhibit.
Item 8. Change in Fiscal Year.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
MILLER PETROLEUM, INC.
Date: 3/3/98. By /s/ Deloy Miller
President and Director
Date: 3/3/98. By /s/ Lawrence LaRue
Secretary/Treasurer
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, (the "Agreement") dated as of December
16, 1997 is between AKS Energy Corporation, a Delaware corporation,
(hereinafter referred to as "AKS"), with offices at 1708 18th Street, Corbin,
Kentucky 40702, and Miller Petroleum, Inc., a Tennessee corporation
(hereinafter referred to as "Miller") with offices at 3651 Baker Highway,
Huntsville, TN 37756.
RECITALS
WHEREAS, AKS owns mineral leasehold interest, real and personal property
located in the Commonwealth of Kentucky; and
WHEREAS, AKS desires to sell and Miller desires to purchase, upon and
subject to the terms, conditions, reservations and exceptions hereinafter set
forth, AKS's interest in and to those properties; and
WHEREAS, the parties which to memorialize their understanding in this
Agreement.
NOW THEREFORE, in consideration of the above recitals and of the
covenants and agreements herein contained and with the intent to be legally
bound hereby, AKS and Miller agree as follows:
1. Sale and Purchase. Subject to and upon all of the terms, conditions,
reservations and exceptions hereinafter set forth, AKS shall sell, transfer,
assign, convey and deliver the following interests to Miller:
(i) all of AKS's right, title and interest in the oil and gas leases,
fee oil and gas properties, and other property interests and unit
rights described on Exhibit "A" (collectively, the "Properties"),
(ii) all of AKS's right, title and interest in all wells listed on
Exhibit "B", attached hereto and made a part hereof (collectively,
the "Wells"),
(iii)all of AKS's right, title and interest in all pipelines,
equipment, materials, fixtures and facilities and other personal
property now associated with and used in connection with the
production, gathering, storing, measuring, treating, operating,
maintaining or transportation of production from the Wells
together with those certain tools, supplies, vehicles,
inventories, equipment and other personal property described on
Exhibit "C", attached hereto and made a part hereof (collectively,
the "Equipment"),
(iv) all of AKS's right, title and interest in all contracts and
contract rights, whether or not of record, insofar and only
insofar as they relate to the Properties, Wells and Equipment
including without limitation, unit agreements, surface leases,
operating agreements, easements, rights of way, farm-out and farm-in
agreements, and all similar rights leased or owned by AKS, and
oil and gas sales, purchase, exchange and processing contracts and
agreements, listed on Exhibit "D", attached hereto and made a part
hereof (collectively, the "Contracts"), and
(v) all of AKS's right, title and interest in office furniture,
intellectual property (if assignable) and other personal property
described on Exhibit "E", attached hereto and made a part hereof
(collectively, the "Personal Property").
AKS's interests in the Properties, Wells, Equipment, Contracts and
Personal Property shall hereinafter together and individually be called
the "Interests" or "Interest"; provided, however, that in the event any
Interest is deleted from the sale pursuant to the provisions of this
Agreement, such Interest shall not thereafter be deemed an Interest or
one of the Interests. Miller shall purchase, receive, pay for and
accept, the Interests from AKS, effective as December 1, 1997 (the
"Effective Time").
2. Sale Price. The sale price ("Sale Price") for the Interests shall be
Two Million Three Hundred and Eight Thousand, Two Hundred and Seven Dollars
($2,308,207.00), which shall be paid as follows:
(a) The delivery at the time of Closing of One Million Nine
Hundred and Ten Thousand Dollars ($1,910,000.00) by
certified check or wire transfer;
(b) The delivery of Forty Five Thousand (45,000.00) shares of
common stock (the "Shares") of Miller Petroleum, Inc., in
the name of Arakis Energy Corporation based on a value of
Two Dollars ($2.00) per share, with an agreement to provide
piggy back registration rights to AKS or its parent company,
Arakis Energy Corporation. AKS shall be entitled to require
Miller to reacquire the Shares for Two Dollars per share
after the expiration of one year from the date hereof,
unless Miller's common stock averages in excess of Two
Dollars per share for the thirty day period preceding the
one year anniversary of this Agreement.
(c) The assumption of Three Hundred and Eight Thousand Two
Hundred and Seven Dollars ($308,207.00) of liabilities and
obligations affecting the Interests conveyed hereunder,
which are more fully set forth in an Assumption Agreement to
be executed by Miller.
The Interests are granted, bargained, sold, assigned, transferred, conveyed,
and delivered by AKS and accepted by Miller, subject to the following, (the
"Permitted Encumbrances" under this Agreement):
(a) all royalty interests, overriding royalty interests, leases
and other burdens on or payable out of the production of oil and
gas that are presently existing, disclosed and outstanding,
whether or not of record in the official deed records of Clay,
Leslie, Knox, Bell and Harlan Counties, Kentucky;
(b) all division orders, unitization and pooling designations,
declarations, orders and agreements, contracts for the sale,
purchase, exchange, refining, gathering or processing of oil, or
of gas or of other mineral production from the Leases and Wells;
(c) any lien, security interests, or mortgages, that arise to
secure payment of amounts not yet delinquent, which are of a type
and nature customary in the oil and gas industry, and which have
been disclosed to Miller, but AKS shall acquire release of the
Leases or Wells any such lien, security interest, or mortgage in
order to make this Assignment or promptly pay or discharge same;
(d) liens, securing payment of taxes or assessments that are, in
either case, not yet delinquent or, if delinquent, are being
contested in good faith in the normal course of business, and AKS
agrees to pay or discharge same in a timely manner; and
(e) rights reserved to or vested in the state, municipality or
other governmental, statutory or public authority to control or
regulate any of the Assets and all applicable laws, rules and
order of the state, municipality or other governmental authority.
The Sale Price shall be allocated among the Interests as set forth on Exhibit
"F", attached hereto (the "Allocated Values").
3. AKS's Representations. AKS represents and warrants to Miller that as
of the Closing:
(a) AKS is a duly organized corporation, validly existing and in good
standing under the laws of the State of Delaware, is duly
qualified to carry on its business in the state(s) in which the
Interests are located, and has full power and authority to enter
into and perform this Agreement according to its terms. This
Agreement has been duly executed and delivered by AKS and
constitutes the legal, valid, and binding obligation of AKS,
enforceable against AKS in accordance with its terms;
(b) AKS's execution, delivery and performance of this Agreement has
been duly authorized by all necessary corporate action on AKS's
part and will not violate or conflict with any agreement, law,
rule, regulation, charter or instrument governing AKS's
organization, management or business affairs;
(c) To the best knowledge of AKS, there is no proceeding, action,
suit, claim or investigation pending or threatened before any
federal, state or other government court, department, board,
agency or other instrumentality or any arbitrator, board of
arbitration or similar entity, and there are no orders, writs,
judgments, stipulations, injunctions, decrees, determinations,
awards or other decisions of any court, arbitrator or governmental
authority outstanding against AKS or the Interests, that have or
could have, individually or in the aggregate, any material adverse
effect on the ownership or value of the Interests; and
(d) To the best knowledge of AKS, all Contracts material to the
ownership or value of the Interests, are either of record or have
been, or within ten (10) days after the date hereof, will be
disclosed or made available to the Miller by the AKS.
4. Miller's Representations. Miller represents and warrants to AKS that
as of the Closing:
(a) Miller is a duly organized corporation validly existing and in
good standing under the laws of the State of Tennessee is duly
qualified to carry on its business in the state(s) in which the
Interests are located, and has full power and authority to enter
into and perform this Agreement according to its terms. This
Agreement has been duly executed and delivered by Miller and
constitutes the legal, valid and binding obligation of Miller,
enforceable against Miller in accordance with its terms;
(b) Miller's execution, delivery and performance of this Agreement has
been duly authorized by all necessary corporate action on Miller's
part and will not violate or conflict with any agreement, law,
rule, regulation, charter or instrument governing Miller's
organization, management or business affairs; and
(c) In entering into this Agreement and closing this transaction,
Miller has relied solely on (i) the express representations,
warranties and covenants of AKS in this Agreement, (ii) Miller's
independent investigation and evaluation of, and judgment with
respect to, the Interests and (iii) the advice of Miller's own
land, legal, title, tax, economic, environmental, engineering,
geological and geophysical advisors. Miller has not relied on any
representations, warranties, comments or statements of AKS or of
any representative of, or consultants or advisors engaged by, AKS
except as expressly set forth in this Agreement. The Miller
together with Miller's advisors has the knowledge and experience
to properly evaluate the merits and risks of purchasing the
Interests from AKS.
(d) The Miller has fully reviewed all agreements, leases and contracts
(both publicly recorded and non-public documents) which effect, or
may effect, the Interests contemplated to be conveyed by the AKS
to Miller, including those agreements with New Horizon pertaining
to the restrictions on oil and gas exploration and construction of
pipelines on acreage utilized for or containing coal reserves and
production.
5. Access to Records. After execution of this Agreement, AKS shall give
Miller and its authorized representatives, during regular business hours, at
Miller's sole risk, cost and expense, access, with copying privileges, to all
geological, geophysical, production, engineering and other technical data and
records, and to all contract, land, title and lease records, to the extent
such data and records are in AKS's possession and relate to the Interests, and
to such other information relating to the Interests as Miller may reasonably
request; provided, however, AKS shall have no obligation to provide Miller
such access to any data or information which AKS cannot legally provide Miller
because of third party restrictions on AKS. At Miller's request, AKS agrees
to use its best efforts to obtain the consent of any such third party to
furnish such information to Miller.
6. Title Defects. For the purpose of this Agreement, a title defect
shall mean any material deficiency in title (i) which prevents the Miller's
enjoyment of the Interests in the same manner as the Interests are enjoyed by
the AKS immediately prior to the Closing Date, and (ii) which would
significantly affect the Allocated Values of the subject Interests (a "Title
Defect").
7. Notice of Title Defect.
(a) Upon the discovery of a Title Defect by Miller, Miller shall
immediately notify AKS in writing. Any such notice by Miller
shall include appropriate evidence and documentation to
substantiate its position and shall be delivered to AKS on or
before five (5) business days prior to the Closing Date. Any
Title Defect which is, not disclosed to AKS on or before five (5)
business days prior to the Closing Date shall conclusively be
deemed waived by Miller for all purposes. Miller thereafter shall
be deemed to have fully inspected and accepted the Interests "as
is" in their then current condition and the Interests shall be
deemed to be free of Title Defects except for those noticed by
Miller to AKS as provided in this Paragraph 7.
(b) Upon receipt by AKS of notice pursuant to Paragraph 7(a), either
Miller or AKS may, upon written notice delivered to the other
party not later than two (2) business days of the receipt of said
notice, terminate this Agreement.
8. Physical and Environmental Inspection.
(a) After the execution of this Agreement, AKS shall give Miller and
its authorized representatives during, regular business hours
physical access to the Interests at Miller's sole cost, risk and
expense for the purpose of inspecting the same, conducting such
tests, examinations, investigations and assessments as may be
reasonable and necessary or appropriate to evaluate the physical
and environmental condition of the Interests. For those Interests
which are not operated by AKS, Miller shall obtain permission from
the operator to conduct such inspections. Miller shall defend and
indemnify AKS against and from any and all liability, claims,
causes of action, injury to Miller's property, employees, agents,
contractors, subcontractors or invitee, and/or injury to AKS's
property, employees, agents, contractors, subcontractors or
invitee which may arise out of Miller's inspections, but only to
the extent of Miller's negligence or the negligence of Miller's
agents, employees, contractors, subcontractors, and/or invitee.
Miller agrees to provide to AKS, upon request, a copy of any
environmental assessments, including any reports, data, and
conclusions for Miller's operation and/or remediation of the
Interests. Miller agrees that all such information shall be
subject to the Confidentiality Agreement and shall be confidential
and shall not be disclosed excepted as permitted therein, unless
required to so by applicable law, or as necessary, after Closing,
for Miller's operation and/or remediation of the Interests. The
foregoing obligation of confidentiality shall survive Closing or
Closing Failure, as hereinafter defined.
(b) Upon the discovery of an Environmental Condition (as hereinafter
defined) by Miller, Miller shall immediately notify AKS in
writing. Any such notice by Miller shall include appropriate
evidence and documentation to substantiate its position and shall
be delivered to AKS on or before five (5) business days prior to
the Closing Date. Any Environmental Condition which is not
disclosed to AKS on or before five (5) business days prior to the
Closing Date shall conclusively be deemed waived by Miller for all
purposes. Miller thereafter shall be deemed to have fully
inspected and accepted the Interests "as is" in their then current
condition and the Interests shall be deemed to be free of
Environmental Conditions except for those noticed by Miller to AKS
as provided in this Paragraph 8(b). As used in this Paragraph
8(b), Environmental Condition shall mean any condition in (i)
which AKS is not in substantial compliance with laws, rules or
regulations pertaining to health or the environment with respect
to an Interest, and (ii) which a failure to comply would adversely
affect the Allocated Value of such Interest.
(c) Upon receipt by AKS of notice pursuant to Paragraph 8(b), either
Miller or AKS may, upon written notice delivered to the other
party not later than two (2) business days of the receipt of said
notice, terminate this Agreement.
9. Sale Price Adjustments. Miller and AKS expressly agree that, in the
event AKS is determined to own a greater or lesser interest in any of the
Interests than shown on
Exhibit "F", the Sale Price shall be increased or decreased, based on the
Allocated Value(s) of such Interest(s).
10. Effect of Failure to Close. The following, provisions shall apply
in the event Closing shall not occur as and when provided herein (a "Closing
Failure").
(a.) If Closing Failure occurs as the result of the mutual agreement
of the AKS and the Miller or if Closing Failure is not the result
of the failure of either party to perform its obligations
hereunder or is a result of either Miller's or AKS's termination
pursuant to Paragraph 7(b) or 8(c) hereof, this Agreement shall,
without liability of any party to this Agreement or any
shareholder, director, officer, employee, agent or representative
of such party, become null and void and the AKS shall promptly
return the Deposit together with, all accrued interest thereon to
the Miller;
(b) If Closing Failure occurs as a result of the failure of Miller to
perform its obligations hereunder then AKS shall be entitled to
terminate this Agreement and retain the Deposit together with all
accrued interest thereon as liquidated damages and as
reimbursement for AKS's out-of-pocket fees and expenses incurred
in connection with the transactions contemplated by this
Agreement. The parties hereby acknowledge that the extent of
damages to AKS occasioned by such breach or default or failure to
proceed by Miller would be impossible or extremely impractical to
ascertain and that the amount of the Deposit plus all accrued
interest thereon is a fair and reasonable estimate of such damage;
and
(c) If Closing Failure occurs as a result of the failure of AKS to
perform its obligations hereunder, then, and in that event, this
Agreement shall terminate and AKS shall be only liable to Miller
for the return of the Deposit together with all accrued interest
thereon.
11. Special Warranty of Title. In all conveyances executed and
delivered hereunder, AKS shall specially warrant to Miller and its successors
and assigns that it has not previously conveyed the Interests and warrant and
defend title to the Interests against the claims and demands of all persons
whomsoever claim the same or any part thereof by, through or under AKS, but
not otherwise. AKS makes no other warranty or representation as to the
quantity or quality of title to the Interests.
12. Conditions of Closing by Miller. The obligation of Miller to close
is subject to the satisfaction of the following conditions:
(a) All representations and warranties of AKS contained in this
Agreement shall be true and correct in all material respects as
of the Closing;
(b) AKS shall have performed and satisfied in all material respects
all of those agreements and covenants which are required by this
Agreement to be performed and satisfied prior to Closing by AKS;
and
(c) No suit or other proceeding shall be pending before any court or
governmental agency seeking to restrain or prohibit this
transaction, or to declare this transaction illegal, or to obtain
substantial damages in connection with this transaction.
13. Conditions of Closing by AKS. The obligation of AKS to close is
subject to the satisfaction of the following conditions:
(a) All representations and warranties of Miller contained in this
Agreement shall be true and correct in all material respects as of
the Closing;
(b) Miller shall have performed and satisfied in all material
respects all of those agreements and covenants which are required
by this Agreement to be performed and satisfied prior to Closing
by Miller;
(c) No suit or other proceeding shall be pending before any court, or
governmental agency seeking to restrain or prohibit this
transaction, or to declare this transaction illegal, or to obtain
substantial damages in connection with this transaction.
(d) Miller shall have delivered to AKS evidence of its state
plugging bonds, surety letters, or letters of credit
acceptable to such authorities to authorize Miller's conduct
of operations and to effect the release and discharge of the
AKS's obligation under any such financial assurances with
respect to the Interests.
14. Preliminary Closing Statement. AKS shall prepare and furnish to
Miller at least three (3) business days prior to the Closing Date a
preliminary closing statement setting forth the adjustments to the Sale Price
and the total amount of funds to be paid by Miller at Closing. Such statement
shall reflect each adjustment and the calculation used to determine such
amount. The adjusted Sale Price shall mean the Sale Price adjusted as
provided herein.
15. Closing. The closing (the "Closing") shall occur on at the offices
of AKS at Corbin, Kentucky, or at such other time and place as AKS and Miller
may mutually agree in writing (the "Closing Date").
At Closing the following shall occur:
(a) AKS shall execute, acknowledge and deliver, as appropriate, (i)
an Assignment and Bill of Sale substantially in the form and
substance of Exhibit "G", attached hereto, and (ii) a Deed of
Special Warranty substantially in the form and substance of
Exhibit "H", attached hereto, covering all of the Interests to be
sold pursuant hereto;
(b) Miller shall deliver to AKS the following: (i) wire transfer of
the total Sale Price (ii) an Assumption Agreement for the
Permitted Encumbrances; (iii) Put and Piggy Back Opinion Letter;
(iv) Resolution; (v) Certificate of Offer and (vi) Opinion Letter;
(c) AKS and Miller shall execute and AKS shall file with the
appropriate regulatory authorities all necessary forms concerning
the change of ownership, bonding responsibility and operatorship
of the Interests;
(d) AKS shall, subject to the terms of any applicable operating
agreements and to the provisions hereof, deliver to Miller
exclusive possession of the Interests, effective as of the
Effective Time; however, AKS does not warrant or represent that
Miller will succeed it as operator where AKS presently operates
under an operating agreement;
Promptly after Closing the following shall occur:
(e) AKS shall provide Miller at Miller's sole expense copies of any
maps, reports and other written material relating to the
Interests, including without limitation, copies of lease files,
property records, contract files, operations files, tax and
accounting records and files, well files, geological and
geophysical maps, core analysis and hydrocarbon analysis, well
logs, mud loss, core data and field studies relating to the
Interests ("Records"); however, AKS shall have no obligation to
furnish Miller any data or information which AKS cannot provide
Miller because of third party restrictions. Notwithstanding any
provision to the contrary contained herein, AKS, or its employees,
officers, owners and directors, may retain or use copies of the
Records without restriction; and AKS shall prepare and mail all
notices to third party working interest owners of the change of
ownership.
16. Reservations and Exceptions. Sale and purchase of the Interests
pursuant to this Agreement is made subject to all reservations, exceptions,
limitations, contracts and other burdens or instruments which are or may be
applicable to the Interests. This Paragraph does not, and shall not be
interpreted to, limit, modify or otherwise affect any disclaimer of warranty
(as to title, condition or otherwise) with respect to the Interests contained
in this Agreement or any document executed and delivered pursuant hereto.
17. Assumption of Liabilities: Indemnification.
a) Effective as of Closing, Miller assumes, takes over and agrees to
pay and to perform (i) liabilities, duties and obligations of AKS
arising at any time on or after the Effective Time with respect to
the Interest under or by virtue of any Contract, (ii) all
liabilities, duties and obligations arising at any time before or
after the Effective Time on account of or with respect to the
physical, condition of the Interests or the application to such
physical condition of any federal, state or local legislative,
administrative or judicial laws, ordinances, rules, regulations,
decrees, orders or rulings irrespective whether or not any
governing, regulatory or judicial bodies recognize the transfer of
the Interests from AKS to Miller (including without limitation
such of the foregoing as shall relate to protection of the
environment or to plugging, replugging or abandoning of active,
inactive or abandoned oil and gas wells on the Interests), and
(iii) all other liabilities, duties and obligations arising at any
time after Closing with respect to the Interests. All
liabilities, duties and obligations described in this Paragraph
17(a) are sometimes referred to in this Agreement as the "Assumed
Liabilities".
(b) As used in this Agreement, "Claims" shall include any and all
claims, demands, causes of action, liabilities, damages, penalties
and judgments of any kind or character and all costs and fees in
connection therewith, including attorney's fees, (i) on account of
personal injury, death, or damage to property or the environment
or otherwise or (ii) for money or for equitable or any other form
of relief. Effective as of Closing, Miller shall defend,
indemnify and hold harmless AKS from and against, and Miller shall
as of Closing release and discharge AKS from, any and all Claims
arising directly or indirectly from, or incident to, the failure
of Miller to assume, take over or pay or perform any or all of the
Assumed Liabilities; and
(c) Miller expressly agrees that Miller's agreements and obligations
under this Paragraph 18 shall not be modified, amended, reduced or
mitigated in the event any Claim in whole or in part, directly or
indirectly, arises from or in connection with any act or omission
(intentional, negligent or otherwise) of AKS or any officer,
employee, owner, agent, contractor or representative of AKS.
18. Taxes. All severance taxes for production prior to the Effective
Time shall be paid by AKS. All severance taxes for production after the
Effective Time shall be paid by Miller. All ad valorem taxes, real property
taxes, personal property taxes and similar obligations with respect to the
Interests assessed prior to the Effective Time shall be paid by AKS. All ad
valorem taxes, real property taxes, personal property taxes and similar
obligations with respect to the Interests assessed after the Effective Time
shall be paid by Miller. Miller shall pay, and defend and hold AKS harmless
with respect to payment of, all such taxes on the Interests to be paid by
Miller as provided above and thereafter, together with any interest or
penalties assessed thereon.
19. Operations and Accounting.
(a) Operations. From the date hereof until Closing AKS will continue
to operate the Interests for which AKS is the operator in the same
general manner as AKS operated such Interests prior to the date of
this Agreement. In case of explosion, fire, flood, or any other
sudden emergency, whether of the same or different nature, AKS
will take such actions and incur such expenses as the AKS deems
necessary to deal with such emergency and to protect and safeguard
the Interests, the public and the environment. The AKS, as
promptly as practical, shall notify the Miller, of any such,
emergency.
(b) Accounting After the Effective Time. All oil, condensate or
liquid hydrocarbons and any products (liquid, gas or solid)
separated or processed therefrom (hereinafter in this Paragraph
called "oil") in storage shall be measured or gauged at the
Effective Time. Miller shall pay AKS for such oil at the posted
field price currently prevailing for oil of like grade and gravity
in the field, provided that Miller shall not pay AKS for oil in
storage below the level of the tank cut off valve (tank bottoms).
All gas meter charts shall be replaced, or monthly gas production
volumes shall be prorated for either AKS's or Miller's account on
a daily basis, as of the Effective Time. Revenues from the sale
of oil and gas production received by either Miller or AKS after
the Closing Date for the account of the other party shall be
settled by remitting to such other party such revenues promptly
after receipt of such revenues. All expenses incurred by reason
of operation of the Interests before the Effective Time shall
accrue to AKS and all expenses incurred by reason of operation of
the Interests after the Effective Time shall accrue to Miller.
(c) Removal of signs. AKS may either remove its name and signs from
the AKS operated Interests or require Miller to do so. Miller
grants AKS a right of access to the Interests to remove AKS's
signs and name from all Wells, facilities and Properties, or to
confirm that Miller has done so. If AKS's name or signs remain on
the Interests after Closing, Miller will promptly, but no later
than required by applicable rules and regulations or forty-five
(45) days after Closing, whichever is earlier, remove all
remaining, signs and references to AKS and erect or install signs
complying with applicable rules and regulations, including signs
showing the Miller as operator or owner of the Interests.
20. Sales Tax and Transfer Fees. The Sale Price provided for hereunder
excludes any sales taxes or other taxes in connection with the sale of
property pursuant to this Agreement. If a determination is ever made that a
sales tax or other transfer tax applies, Miller shall be solely liable for
such tax as well as any applicable conveyance, transfer and recording fees,
well bond transfer fees, and real estate transfer stamps or taxes imposed on
any transfer of property pursuant to this Agreement. Miller shall pay, and
defend and hold AKS harmless with respect to the payment of, all such taxes,
if any, including any interest or penalties assessed thereon.
21. Notices. All communications required or permitted under this
Agreement shall be in writing and any communication or delivery hereunder
shall be deemed to have been fully made if actually delivered, or if mailed by
registered or certified mail, postage prepaid, to the address as set. forth
below:
AKS Energy Corporation
c/o Arakis Energy Corporation
500, 645 7 Ave. SW
Calgary, Alberta T2P 4G8
403-263-8069
Miller Petroleum, Inc.
3651 Baker Highway
P.O. Box 130
Huntsville, TN 37756
423-663-9461
22. Further Assurance. After Closing each of the parties shall execute,
acknowledge and deliver to the other such further instruments, and take such
other actions as may be reasonably necessary to carry out the provisions of
this Agreement. However, Miller shall after Closing assume all responsibility
for notifying the purchaser of oil and gas production from the Interests, and
such other designated persons who may be responsible for disbursing payments
for the purchase of such production, of the change of ownership of the
Interests. Miller shall after Closing take all actions necessary to
effectuate the transfer of such payments to Miller.
23. DISCLAIMER OF WARRANTIES. THIS AGREEMENT AND ANY INSTRUMENT OF
CONVEYANCE EXECUTED PURSUANT HERETO IS AND SHALL BE EXECUTED (i) WITHOUT ANY
WARRANTY OF TITLE OR CONDITION, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,
(ii) WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS TO THE
MERCHANTABILITY OF ANY OF THE EQUIPMENT OR OTHER PERSONAL PROPERTY INCLUDED IN
THE INTERESTS OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND (iii) WITHOUT ANY
OTHER EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER. IT IS
UNDERSTOOD AND AGREED THAT MILLER ON OR BEFORE CLOSING SHALL HAVE INSPECTED
THE INTERESTS FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND
ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT
LIMITED TO CONDITIONS RELATED TO THE PRESENCE, RELEASE, OR DISPOSAL OF
HAZARDOUS SUBSTANCES, AND THAT MILLER IS RELYING SOLELY UPON THE RESULTS OF
SUCH INSPECTION OF THE INTERESTS AND SHALL ACCEPT ALL OF THE INTERESTS IN
THEIR "AS IS, WHERE IS" CONDITION. AKS MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION
OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED MILLER IN CONNECTION WITH THE
INTERESTS, OR AS TO THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY)
ATTRIBUTABLE TO THE INTERESTS OR THE ABILITY OF THE INTERESTS TO PRODUCE
HYDROCARBONS. ANY AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS
FURNISHED BY AKS IS PROVIDED TO MILLER AS A CONVENIENCE AND ANY RELIANCE ON OR
USE OF THE SAME SHALL BE AT MILLER'S SOLE RISK. ALL INSTRUMENTS OF CONVEYANCE
TO BE DELIVERED BY AKS AT CLOSING SHALL EXPRESSLY SET FORTH THE DISCLAIMERS OF
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS PARAGRAPH.
24. Risk of Loss. Upon Closing, the risk of casualty loss relating to
the Interest will pass from AKS to Miller as of the Effective Time.
25. Securities Laws. The solicitation of offers and the sale of the
Interests by AKS have not been registered under any securities laws. Miller
represents that at no time has it been presented with or solicited by or
through any public promotion or any form of advertising in connection with
this transaction. Miller represents that it intends to acquire the Interests
for its own benefit and account and that it is not acquiring the Interests
with the intent of distributing fractional, undivided interests or otherwise
dealing with the Interests in a manner that would be subject to regulation by
federal or state securities laws, and that if it sells, transfer, or otherwise
disposes of the Interests or fractional, undivided interests, it will do so in
compliance with all applicable federal and state securities laws.
26. Due Diligence. Miller represents that it has performed, or will
perform prior to Closing, sufficient review and due diligence with respect to
the Interests. Such review and due diligence includes without limitation
reviewing well data, title, and other files, and performing necessary
evaluations and assessments, and independently investigating and verifying all
of the foregoing and other tasks involved in evaluating the Interests, to
satisfy its requirements completely and to enable it to make an informed
decision to acquire the Interests under the terms of this Agreement.
27. Material Factor. Miller acknowledges that each and all of Miller's
agreements, covenants, representations, obligations and duties under this
Agreement are a material inducement to AKS to enter into this Agreement with,
and close the sale to Miller
28. Press Release. There shall be no press release or public
communication concerning this purchase and sale by either party, except as
required by or with the written consent of the party not originating, said
release or communication. Parties will endeavor to consult each other in a
timely manner on all press releases required by law.
29. Entire Agreement. This instrument states the entire agreement
between the parties. It may be supplemented, altered, amended, modified or
revoked only in writing signed by both parties. This Agreement supersedes any
prior agreements (other than the Confidentiality Agreement) between the
parties concerning the sale of the Interests. The headings are for guidance
only and shall have no significance in the interpretations of the Agreement.
30. Tax Reporting. AKS and Miller agree that this transaction is not
subject to the reporting requirement of Section 1060 of the Internal Revenue
Code of 1986, as amended, and that, therefore, IRS Form 8594, Asset
Acquisition statement, is not required to be and will not be filed for this
transaction. In the event the parties mutually agree that a filing of Form
8594 is required, the parties will confer and cooperate in the preparation and
filing of their respective forms to reflect a consistent reporting of the
agreed upon allocation.
31. Assignability. This Agreement and the rights and obligations
hereunder, (i) shall not be assignable or delegable by Miller without the
prior written consent of AKS, (ii) shall be assignable by AKS, in whole or in
part, upon written notice to Miller and (iii) shall be binding upon the
parties hereto and their respective successors and assigns and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
32. Survival. Unless expressly limited by this Agreement, all of the
representations, warranties, and agreements of or by the parties hereto shall
survive the execution and delivery of the Assignment and Bill of Sale and Deed
of Special Warranty, and all other instruments of conveyance delivered
hereunder.
33. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF KENTUCKY.
34. Counterpart Execution. This Agreement may be executed in
counterparts and counterparts bearing the signature of all parties shall
together constitute a binding agreement as if the parties had executed a
single document.
35. Knowledge. As used in this Agreement the words "knowledge" or "to
the best knowledge" and all words of similar effect with respect to the AKS
shall mean actual knowledge of the executive officers of AKS and shall not
include any knowledge of any other employee, contractor, agent or
representative of the AKS or any other third party.
Miller ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT IN ITS ENTIRETY, AND
THAT IT UNDERSTANDS ALL THE PROVISIONS SET FORTH THEREIN.
AKS Energy Corporation
By: /s/Ronnie Griffith
Its: President
Miller Petroleum, Inc.
By: /s/Deloy Miller
Its: President
EXHIBIT "A"
TO THAT PURCHASE AGREEMENT DATED
DECEMBER 16, 1997 BETWEEN MILLER AND AKS
LEASES
1. That Oil and Gas Lease dated April 4, 1994, by and between AKS Energy
Corporation and South Mississippi Electric Power Association of record in
Lease Book 40 Page 221 in the Bell County Clerk's Office, in Lease Book 87
Page 91 in the Knox County Clerk's Office, in Lease Book 37 Page 9 in the
Harlan County Clerk's Office, in Lease Book 49 Page 523 in the Leslie County
Clerk's Office, in Lease Book 80 Page 70 in the Clay County Clerk's office.
2. That Oil and Gas Lease dated May 31, 1994, by and between AKS Energy
Corporation and Enpro, Inc., of record in Lease Book 40 Page 228 in the Bell
County Clerk's Office, in Lease Book 87 Page 240 in the Knox County Clerk's
Office.
3. That Assignment of Oil and Gas Lease dated May 31, 1994, by and between
AKS Energy Corporation and Enpro, Inc., of record in Lease Book 40 Page 242 in
the Bell County Clerk's Office, in Lease Book 87 Page 240 in the Knox County
Clerk's office.
4. That Drilling Agreement dated October 26, 1993, by and between AKS Energy
Corporation and Bruce Anderson Oil and Gas Properties.
5. That Assignment of Oil and Cas Lease dated March 19, 1997, by and between
AKS Energy Corporation and Rio Grande Resources, Inc., of record in Lease Book
41 Page 141 in the Bell County Clerk's Office.
EXHIBIT "B"
TO THAT PURCHASE AGREEMENT DATED
DECEMBER 16, 1997 BETWEEN MILLER AND AKS
WELLS
Well Transfer
Lease Name Well No. County State Coordinates Permit No. AKS
fractional
Interest
AKS Energy Corp. 1 Whitley KY 9E-64,
2870 FSL,
2280 FWL 85854 1
South Miss. Elec.
Power Assn. 1 Leslie KY 4-E-73,
1850FSL, 2030FEL 86005
So.Miss.Elec. 2 Leslie KY 4-E-73, 1000 FSL,
1400 FWL 86004 0.859375
So.Miss.Elec. 2A Leslie KY 4-E-73,1590 FSL
1550FWL 88096 0.859375
So.Miss.Elec. 3 Leslie KY 23-F-73,3000 FSL,
1000 FWL 86070 0.859375
So.Miss.Elec. 6 Clay KY 20-F-72, 30O FNL,
650 FWL 86141 0.85937S
So.Miss.Elec. 7 Clay KY 12-F-72, 1150 FSL,
2150 FEL 86143 0.859375
So.Miss.Elec. 10 Ball KY 16-F-72, 280 FNL,
1980 FEL 88502 0.859375
So.Miss.Elec. 13 Leslie KY 4-E-73, 238O FSL,
480 FEL 86623 0.859375
So.Miss.Elec. 21 Leslie KY 20-F-72, 1230 FNL,
1860 FWL 88520 0.859375
So.Miss.Elec. 22 Clay KY 9-F-72, 230 FSL,
680 FEL 88462 0.859375
So.Miss.Elec. 24 Leslie KY 4-F-73, 2550 FSL,
930 FWL 87675 0.4296875Gas
0.41718750il
So.Miss.Elec. 24A Leslie KY 4-E-73, 2510 FSL,
96O FWL 88071 0.4296375Gas
0.41718750il
So.Miss.Elec. 25 Leslie KY 5-E-73,1320 FSL,
720 FEL 88153 0.859375
So.Miss.Elec. Cabot #2 Leslie KY 11-F-72, 0 FNL,
1950 FWL 44430 0.875
So.Miss.Elec. Cabot #4 Leslie KY 3-E-73, 2400 FNL,
2400 FWL 44431 0.875
So.Miss.Elec. Cabot #6 Leslie KY 16-F-73, 750 FNL,
38 FEL 45094 0.875
So.Miss.Elec. Cabot #8 Leslie KY 26-F-73, 180 FSL,
120O FEL 45270 0.875
So.Miss.Elec. Cabot#11 Bell KY 5-E-73, 1250 FNL,
95 FWL 46664 0.875
So.Miss.Elec. Riley#14 Leslie KY 24-F-73, 840 FSL,
1050 FWL 55516 0.875
So.Miss.Elec. Riley#15 Leslie KY 4-E-73, 1070 FNL,
1300 FWL 58995 0.875
So.Miss.Elec. Riley#17 Leslie KY 24-F-73, 3240 FNL,
1140 FWL 60777 0.875
Asher Land & Mineral 1 Bell KY 14-E-72, 710 FNL,
Ltd. 480 FEL 86953 0.5685625
Asher 2 Bell KY 7-E-72, 2770 FNL,
1340 FEL 86954 0.5685625
Asher 4 Bell KY 10-E-71, 2900FNL,
1310 FEL 86956 0.5685625
Asher 11 Bell KY 7-E-72 1120 FSL
1380 FEL 87422 0.5685625
Asher 12 Bell KY 7-E-72, 2270 FSL,
90 FEL 37564 0.4096875
Asher 14A Bell KY 7-E-72, 1800 FNL,
2050 FWL 87599 0.5685625
Carnes Heirs 3 Knox KY 12-E-70, 444 FSL,
154 FEL 88317 0.851875
Enpro, Inc. 2 Knox KY 11-E-70, 2223 FSL,
2811 FEL 87981 0.4259375
Lewis,W.E Heirs 1 Bel1 KY 2-D-70, 340 FSL,
9OOFEL 88570 0.809375
John K. Irish Int'l 1 Campbe1l TN 22-B-64E, 1600 FSL,
158O FWL 8758 0.620625
John K. Irish Int'l 2 Campbell TN 22-B-64E, 2480 F8L,
2340 FEL 8762 0.620625
John K. Irish Int'l 3 Campbell TN 22-B-64E, 2680 FSL,
750 FWL 8771 0.620625
John K. Irish Int'l 5 Campbell TN 3-A-64E, 2160 FNL,
795 FEL 8777 0.620625
EXHIBIT "C"
TO THAT PURCHASE AGREEMENT DATED
DECEMBER 16, 1997 BETWEEN MILLER AND AKS
EQUIPMENT
UNIT QTY DESCRIPTION
1994 Crawler Tractor/Dozer, Case, Model 850G - long track, s/n
JJG0217106, w/15 ton winch, Allied Systems, 8' blade, 1744
hours, w/ROPS, new sprockets & idlers,
1 1 undercarriage 70%, G
1973 Lo-Boy trailer, Model 59400, VIN# 25GLB7306S, 17200 lb.
Capacity, wood deck
2 1 poor, dual axle, tires 30-50%, 30' L, F
1991 Backhoe 4 x 4, Case, Model 580 K, s/n JJGO033731, w/7'
bucket, 3094 hours,
3 1 outriggers good, 18" scoop, hydraulic good, tires 25%, G
4 1 Pipe spooling trailer, ATT MFG., sin ATT 1073, 1 tire flat, P
5 1 38' Pipe trailer, dual axle, 4'W, tires 25%, F
1984 Ford F250 pickup truck, 4 x 4, VIN# 1FTHF2612EPB06395,
8600 GVWR, automatic, diesel, AC doesn't work, am/fm radio,
red interior fair/good, black exterior rust, tires 25%,
6 1 (2) dents, w/gooseneck plate, odometer reading 234984 (mileage
unknown), F
1989 Toyota SR5 extra cab pickup truck, 4 x 4, V6, VIN#
JT4VN13G8K0004323, 5 speed manual transmission, am/fm cassette
radio, A/C, gray interior fair, white exterior fair, tires
75%, w/tool cabinet & hydraulic tank - 10 gallon, odometer
reading 272810 (mileage
7 1 unknown), G-F
1979 Ford F-700 pump truck, VINX F70HVGD5323, 25,500 lb. GVWR,
4 speed hi-lo transmission, tan interior fair/poor, white
exterior fair, tires 70%, w/30 barrel tank & 5 HP
8 1 pump, odometer reading 75259 (mileage unknown), G-F
1978 Integral Engine Compressor- natural gas, Ajax, Model DPC-
280, s/n 79254, 13 1/4 x 16 stroke, 2200 cu. in., 2 cylinder,
250-400 RPM, w/(2) ACE air cooled exchangers, Model
9 1 J4B, sin 81873-2 ~ 3, 1981, with regulators, skid mounted,
continuous operation 24/365, G
1985 Integral Engine Compressor- natural gas, Ajax, Model DPC-
180 L2, s/n 82344, 2800 cu. in., 1 cylinder, 15 X 8 stroke,
cooler, drive, regulators, skid mounted, continuous
10 1 operation 24/365, G
1984 Integral Engine Compressor - natural gas, Ajax, Model
DPC-160, 160 HP, 5 X 11
11 1 stroke, with cooler, drive, regulators, skid mounted, F-G
Power unit w/tongs, Fyron Jackson, Inc., 74.5. x 2 7/8. jaw,
trailer mounted, Ford 4
12 1 cylinder engine gas, F-G
1987 Toyota pickup truck, 4 x 4, VIN# JT4RN63R4H0171917, 5080
GVWR, 5 speed manual transmission, amifm radio, brown interior
poor, brown exterior rust, dented - poor,
13 1 tires 50%, odometer reading 220948 (mileage unknown). P
1985 Mobile drill rig, Ingersoll-Rand, Model RD-10, rig s/n
14103, Derrick height - 44; working capacity - 70,000 Ibs.
pull back, 2830 hours on rig, carrier sln 1 CYDCG28FT034902,
carrier engine sin 51747246, 6739 hours on carrier, carrier
GVWR 64,000 lbs., carrier engine - Caterpillar 3208 diesel,
power pack engine - Caterpillar 3412 diesel, IR screw
compressor - over/under type, 900 CFM, power unit/compressor -
Joy W8 8 x 7, wlRockford PTO, Detroit Diesel engine, power
unit/compressor- IR HR-900, Detroit
14 1 Diesel engine, G
1972 Service rig, Smeal, Model 12TSXW, stn 61483, w/hydraulic
power unit, 6 cyl., Perkins, diesel, 2654 hours, w/Fleetstar
carrier, IH, Model F-2050-A, 1160 Caterpillar engine, VIN#
757951 G496004, 50,000 lb. GVWR, 8 speed Fuller transmission,
2475 hours, 104895 mileage, fair/poor interior, orange - rust
exterior, dual axle, tires 50%, 50' telescoping tower, 4000'
maximum depth, Roadranger 613 transmission, dual fuel tanks,
15 1 G
1982 Service Rig, Smeal, 44,000 lb pull back, with Ford 7000
carrier, VIN 1FDPK74N4CVA11965, Caterpillar 3208 engine,
diesel, tires good, steel wheels,
16 1 outriggers, tool boxes, F
Service rig, Bucyrus Erie, Model 24-L, s/n 37059,
International Harvester engine, dually,
17 1 overhauled in 1995 - 1996, G
Service rig, Bucryus Erie, Model 36-L, stn 85806, w, 48'
telescoping tower, General Motors power unit, carrier by Crane
Carrier Corp., s/n 26882, engine s/n 32Y32057, dual axle,
18 1 tires 25%, Detroit Diesel 671 engine, G-F
19 1 Cable tool, Smeal, Model 12TSWCX, sln 03286, 33,000 lb. -
36'H, missing one tire, P
1964 Air compressor, Gardner Denver, Model 134632, 1100 PSI,
w/Murphymatic controller, Model H-0623-71-3388, Ford 6
cylinder engine, diesel, mounted on
20 1 steel/concrete base. G
1973 Air compressor, Gardner Denver, 6 cylinder diesel engine,
mounted on
21 1 steel/concrete base, G
Air compressor, portable, Ingersoll-Rand, Model P-100B-W-W,
s/n 139153 U84138, 100
22 1 PSI, 517 hours, White engine, Model G1600. G
1977 Crawler Tractor/ Dozer, Komatsu, Model D65E -5, s/n
31050, w/ROPS, 10' blade, undercarriage 20%, wlHyster winch,
Model W6F, stn W6FP1 F3772K42, 60,000 lb.
23 1 Capacity, 7/8- diameter cable, G-F
24 1 Air compressor, Chicago Pneumatic, s/n 54867, 8-4 114 x 11, SP
Air compressor, horizontal, Ingersoll-Rand, Model 7a r2, Type
30, s/n 301334084, 15 HP,
25 1 1 PH, 2 stage, G
1989 Toyota pickup truck, 4 x 4, VIN# JT4RN01P8K4014454, 5350
GVWR, 5 speed transmission, am/fm radio, blue interior fair,
blue exterior good, tires 25%, odometer
26 1 reading 277680 (mileage unknown), G-F
1988 Toyota EF1 pickup truck, 4 x 4, VIN# JT4RN63A1J5046179, 4
cylinder, 4 speed transmission, A/C, stereo cassette, gray
exterior poor, blue interior poor, tires good, aluminum
wheels, body rust & faded paint, odometer reading 249167
(mileage unknown),
27 1 P
1987 Chrysler LeBaron, VIN# 1C3CJ41K1HG121239, automatic, A/C,
stereo, maroon exterior fair/poor, maroon interior good/fair,
tires good, aluminum wheels, engine destroyed by fire/hood has
exterior fire damage, odometer reading 141186 (mileage
28 1 unknown), P
1974 Ford F750 12'winch truck, VIN# F75FVT30220, V8, 4 speed
transmission, green exterior poor, green/tan interior poor,
tires good, Tulsa winch powered by truck engine,
29 1 odometer reading 43089 (mileage unknown), F
1976 Chevrolet H19 8' clump truck, VIN# CH1936V141708, Detroit
Diesel engine, 6 cylinder, 6 speed hi-lo, stereo cassette, red
exterior fair, black/white interior fair, tires
30 1 good, steel wheels, odometer reading 269615 (mileage unknown),
F
1974 Kenworth 12'flatbed/tractor, VIN# 1366745, Cummins diesel
engine, 6 cylinder, 8 speed Fuller Roadranger, stereo, black
exterior fair/poor, black interior fair/poor, 4' x 6'x
12' water tank, Tulsa winch, tandem axle, dually, w/hose,
odometer reading 429472
31 1 (mileage unknown), F-P
Mack R700 12' winch/tractor, engine 8 transmission missing,
red exterior poor, black
32 1 interior poor, tires poor, steel wheels, w/Braden winch,
tandem axle, SP
1979 General Engines Co. trailer, VIN# 1 OHDB7922, tires fair,
aluminum wheels, tandem
33 1 axle, dovetail, 14' L, 3' ramps, wood/metal diamond plate
decking, GVWR 25,800, G
Copco storage trailer, tires fair, steel wheels, tandem axle,
swing door, access door, 30' L,
34 1 F
1971 Ford F-700 boom truck, VIN# M70DVJ64506, V8, 5 speed hi-
lo, dual tanks, radio, black/white interior poor, tires poor,
w/outriggers, Alerco Boom Series 5T, odometer
35 1 reading 87826 (mileage unknawn), F
36 1 Phelan gooseneck trailer, tires poor, dovetail, 18' L, w
/ramps, wood decking, dually, F
1977 Mack R-600 tractor, VIN# R685ST65112, diesel, 6 cylinder,
5 speed, red exterior fair, black/tan interior poor, tires
good, steel wheels, w/Braden winch, tandem axle, dually,
37 1 odometer reading 11627 (mileage unknown), F
Equipment trailer, tires fair, steel wheels, tandem axle, 30'
L, wood decking 50% replaced,
38 1 dually, F
39 1 Portable propane tank on trailer, 250 gallon, tires fair, G
40 1 Tank, blue w/ladder, 11,550 gallon, G-F
41 1 Tank, gray w/ladder, 5,500 gallon, G-F .
42 1 Tank, blue on metal frame skid, 1,000 gallon, G-F
43 3 Pipe threaders, Ridgid, Model 300, 1-3", wlRidgid t~ stand, G
44 1 Pipe viseltristand, Ridgid, 1t8-5-, G
45 1 Pipe vise, Ridgid, Model 25, wttripod, G
46 2 Pipe threaders, Ridgid, 2., "/handles, G
47 2 Pipe cutters, Ridgid, Model 42A, G
48 1 Chainsaw, Homelite, XL, 12-, G
49 1 Chainsaw, Homelite, Super XL (Big Red), 20-, G
50 1 Rig trailer box, 12', witool cage, foreman's desk, P-F
51 1 Rig trailer box, 8', w/(3) tool cages, forrnan's desk, 1 tier
shelving, F-P
52 1 Rig trailer box, 10', w/double swing doors, G-F
53 1 Storage trailer, 24' L, single axle (1 wheel missing), roll-up
doors, F
54 1 Steam cleaner, Jet-A-Way, Model 420, 5 HP, G-F
Combination welder/steam cleaner, with welder Arc, Miller,
Model AEAD-200LE, stn JE760308, AC/DC, 200 amp; with steam
cleaner. shop made, wAdonda engine, 13 HP,
55 1 w/gun ~ hose mounted on single axle trailer, G
56 1 Portable arc welder, Lincoln, Model SA-200-F-163, s/n A-
790161, DC, 200 amp, F-G
57 1 Engine stand, Wilmar, 750 lb. Capacity, stn 931704956, G
58 1 Pipe wrench, 48., Super-Ego, aluminum, G
59 1 Parts cleaner, Mfr. ~ Model unknown, F-G
60 1 Bench grinder, Craftsman, Model 397.19670, 3/4 HP, 8", G-F
61 1 Vise, heavy duty, Columbian, Model 3060, 6' swivel, G
62 1 Shop table, 4'x 8', 1/2" steel top, G
63 1 H-Press, Carolina, Model CBP1200, s/n 46555, 30 ton capacity,
G
64 1 Engine hoist, Carolina, Model CH-150, s/n 10879, 8 ton
capacity, G
65 1 1997 Automatic parts washer, Landa Mfg., Model P~ -200, s/n
0297-995, 1 PH, 3 PH, G-E
66 lot Power tools including:
Jet angle grinder
Chicago Pneumatic impact wrench, Model C-F-772
Chicago Pneumatic drill, Model 788H
Ingersoll-Rand impact wrench, Model A, G
67 1 Floor jack, Lincoln, Modei 93642, 2 ton capacity, G
68 1 Battery charger, Dayton, Model 32633C, sln D826942, 24V, G
69 1 Portable generator, Honda, Model EGSOOOX, 120V/240V, G
70 1 Time clock, Lathem, G
Shop Office furniture, desk, (3) chairs, (2) 5 drawer letter
filing cabinets, (1) 5 drawer legal
71 lot filing cabinet, forman's desk, P
Shop equipment, 2 wheel hand truck, (2) pipe stands, (6) car
stands, (3) barrel pumps, (3) booth jacks, (2) wood tables,
(1) shop light, (2) barrel stands (1) w/barrel, (1) gang box,
72 lot extension cords, (1) auto creeper, (1) battery checker, F-G
73 lot Fire extinguishers including:
(1) ABC, 2.5 lb.
(4) ABC, 10 lb.
(6)ABC,20 1b.,G
Oil recovery/cleaner, Comco Industrial Equipment, Inc., Model
120, s/n 02703, .75 HP, 1
74 1 PH,G
75 1 Pump, 2", w/Honda engine, Model WB30X, 5.0 HP, G-F
76 1 Pump, 2", wlHonda engine, Model GX140, 5.0 HP, G-F
77 1 Electrolytic water analyzer, Meeco Instruments, Model W,
78 1 Vise, heavy duty, 9", on shop made stand, G
79 1 Angle grinder, Black & Decker, Model Wildcat 4076, 9', G
80 1 Paint sprayer, w/pump & cart, F
81 1 Oxyacetylene cart wtgages, hose & torch, G
82 1 Extension ladder, 16', Werner, aluminum/fiberglass, G
83 1 Torpedo heater, Reddy, Model RSOB, 50,000 BTU, F
84 1 Stepladder, 6', aluminum, G
85 1 Pressure washer, w/Briggs & Stratton engine, 5 HP, w/hose &
gun, G
Units number 86-98 removed
INVENTORY - PARTS AND SMALL EQUIPMENT
3 Swedges, 4" x 2", G
4 Swedges, 3- x 2-, G
1 Murphy Micro Switch 1500-0126, G
3 Propane tanks, 20 lb., 75 lb. & 200 lb., G
1 35 Ball Skid mounted tank, G
lot Tee, 1 1/2
Tee, 1"
Tee, 3"
Tee, 4
Weld tee, 6"
Tee, 6
Socket tee, 1"
Tee, 1
Weld tee, 2"
Tee, 3" x 1 1/2"
Tee, 2 1/2"
Tee w/nipples, 4 1/2"
Tee, 2"
High pressure tees
Tee, 1"
Tee, 3", G
lot Approximately (35) valves, ranging from 1. - 6", need of rebuilt or
repair, F-P
lot Weld 90 degrees, 6"
Weld 45 degrees, 6"
Weld 45 degrees, 6"
Weld 90 degrees, 4"
Weld 90 degrees, 3"
Weld reducer, 3" x 2
Weldcap,2",G
1 Female well head (complete), 4 1/2 x 1 1/2, G
1 Male well head (complete), 4 1/2 x 1 1/2, G
1 Female well head (complete), 4 1/2 x 2 3/8, G
1 Female well head (incomplete), 4 1/2 x 2 3/8, G
1 Female well head stripper (incomplete), 4 1/2 x 2 3/8, G
1 Female well head (incomplete), 4 1/2 x 2 3/8, G
5 Male well head (complete), 7" x 2 3/8, G
1 Male well head stripper (complete), 7" x 2 3/8, G
1 Male well head stripper (complete), 7" x 2 7/8, G
6 (Sets) Well head slips, G
1 Well head, 4 1/2 x 2", G
1 Well head stripper, 4 1/2 x 2", G
1 Well head, 4.5 x 1 1.5, G
2 Female well head strippers, 7 x 2 3/8, G
lot Rod wrench
Rod wrench, 3/4
Crescent wrench, 24.
Pipe wrench, 36"
Pipe wrench, 48"
Power tong backup wrench, 2
(6 sets) Wrenches, 41/2
(6 sets) Wrenches, 51/2
Wrench, 6"
Wrench
Tool wrenches, set 4-1/2.
Pipe wrench, 24", G
(Equipment reported to be on rigs, not personally verified)
1 Ford radiator, G
1 PPT2477P Ignition coil, G
1 Inpco CA100 natural gas carburetor, G
1 200 Natural gas carburetor, G
1 Impression block, 6", G
1 Smeal parts bearings & pins, G
1 Impression block, 4", G
1 1983 Ford rear end, G
1 Spicer 4 speed transmission, G
1 Cardinal rig transmission, G
1 10 Speed Mack transmission, G
1 Twin disc clutch and pullets, G
1 Power steering box & pump, G
1 Alternator, G
1 Fan motor heater, G
1 Front hub, G
1 Red Smeal parts, G
1 Alternator, G
1 Starter, G
1 118 Carburetors, G
lot Parts, G
1 Open hole bailer, G
1 Bailer, 4 1/2", G
1 Small bailer, 5", G
1 Barrel, 250 gallon, G
1 Barrel, 1000 gallon, G
1 Swab barrel, 2", G
1 Swab barrel, 2", G
6 (Sets) Elevator bells, G
6 (Sets) Elevator bells, G
1 (Set) Big bells, G
1 (Set) Little bells, G
1 (Set) Small bells, G
1 (Set) Big bells, G
5 Button bits, 6", G
4 Chisel bits, 4", G
2 Chisel bits, 5", G
5 Bits, 6",G
1 Bits, 4-1/2"
1 Button bits, 5", G
1 Bushing, 4" x 3", G
1 Bushings, 3" x 2", G
1 Butt reducer, 6" x 4", G
1 Butt reducer, 2" x 1", G
1 Butt reducer, 3" x 2", G
1 Chair, G
1 Battery charger, G
1 Collar, 2", G
7 Changeover collars, G
1 Collar, 1", G
1 Collar, 7", G
12 Collars, 6", G
1 Collar, 4", G
1 Collar, 13", G
1 Collar, 9 5/8", G
1 Seating collar, G
52 Collars, 2", G
1 Collar, 1", G
1 Collar, 3", G
1 Collar, 2", G
1 Collar, 2", G
2 Plastic collars, 7", G
7 2 Way hand held radio, G
1 400 MWP gas compressor puls. Bottle, 10" x 28", G
1 Compressor w/325 Quincy shop s, G
1 Compressor w/350 Quincy shop s, G
1 LAF compressor, 6 3/4, G
1 Air compressor, G
1 5120 Quincy compressor, G
3 Hose couplings, G
4 90 Elbows, 1", G
1 90 Elbows, 1 1/2", G
13 90 Elbows high pressure, 2", G
3 90 Elbows, 3", G
1 90 Elbows, 4", G
5 Elbows, 2 1/2", G
2 Plastic elbows, 2", G
8 Rod elevator sets, G
4 Elevators, 2 3/8", G
1 Elevator watson, 4 1/2", G
1 Elevator watson, 5 1/2", G
1 8D Elevators, 2 7/8", G
1 BD Elevators, 4", G
2 Elevators, 2", G
1 Rod elevator, G
1 10 Round elevator, G
1 Rod elevator, 5/8", G
1 10 Round elevator, G
1 Set elevators, 1-1/2", G
1 10 Speed transmission, G
1 1989 Toyota engine, G
1 Waukasha engine, 145, G
1 1983 Engine, 6 cylinder, G
1 318 Detroit engine, 8 cylinder, G
1 Wisconsin engine 18 HP w/clutch, G
1 Lister generator diesel engine, G
1 Pump jack engine parts, G
1 7.5 HSP Electric motor, G
9 Weld on flange, 2", G
8 Weld on flange, 3", G
4 Weld on flange, 4", G
9 150# Weld flange, 4", G
1 20' Swab hose, 2", G
1 Simplex jack, G
1 Circle jack w/straps, G
1 Latch jack, 4 1/2, G
1 Hydraulic jack, 12 ton, G
1 Circle jack, G
1 Pump jack bearings, G
1 Railroad jack, G
6 (Sets) jars, 4 1/2, G
6 (Sets) Swab jars, G
6 (Sets) Swab jars, G
1 Jar, 4",G
1 Jar, 6",G
1 Jar, 4-1/2", G
1 Jar, 4-1/2", G
2 Swab jars, 2", G
6 Knockons, 1-1/2", G
1 Knockon union, 3", G
1 Knockon union, 2", G
1 Knockon union, 4", G
20 Knockon, 2", G
1 Knockon, 3", G
1 Swab lubricator, G
1 Lubricator, G
4 Meter runs, 2", G
1 Gas meter, 2", G
1 Computerized flow meter, G
1 Gas meter, G
1 Hughes roller cone, 8 1/2", G
1 Big Joe, G
1 Line heater, G
1 Tap on, 2 x 1", G
1 Electric box, G
1 Polish rod clamp, G
1 Stuffing box, G
3 Kimrays, 2", G
1 Rabbit systems, 2", G
5 Adjustable chokes, 2", G
1 Head bridal, G
1 118 Pulley, G
1 Pipe vise on stand ridge, G
1 Rod striping tool, G
1 Bolt bin w/bolts, small, G
1 Floor light, G
1 Rubber block - drive ring, G
1 Rope knife, G
1 Rod hanger, G
1 Grease gun, G
1 Rod finishing tool, G
1 Chain, 3/8" x 15, G
1 Boomer, 3/8", G
1 Choke, 1/2", G
1 Choke, 2", G
1 Union, 2", G
6 Caps, 2",G
1 Saddle tap, 2", G
1 All threads, 3", G
1 (Set) Chain tongs, 6', G
1 Saddle tap, 6", G
1 Snatch box, 6", G
1 Roller cone, 8 3/4", G
1 Squeegee tool, 1"-8", G
1 Butt fuse saddle tap, 4" x 2", G
1 Clamp saddle tap, 6" x 1", G
1 Butt fuse elf, 3", G
1 Butt fuse 15 degree fitting, 4", G
1 Butt cap, 6", G
3 Pipeline markers, G
1 Marker driver, G
1 Yard rake, G
1 Spade long handled shovel, G
1 Hose connector, 2", G
3 Check's, 1-1/2", G
2 Packer rubbers, 4-1/2", G
1 SCSA 12 cylinder Magneto (rebuilt), G
1 Thermowell, 3/4" x 4", G
1 Thermowell, 3/4" x 6", G
1 Speed control actuator for AJA, G
1 Tapped 3 x 2 element LP filter, 1", G
1 Model S12-12 oil level control, G
10 307 PHCD Tattletale, G
1 307 PH Tattletale, G
1 Altronic I station (hi speed), G
1 Altronic 12 cylinder black box, G
1 Lube box level controller, G
1 HH 15009 C-1 rod wiper packing, G
1 150# Flanged 9000 CFH tubonet 3", G
1 75 PSI gas-glycol flash sep, 10 3/4" x3', G
1 675 HWP gas comp scrubber, 12" x 40", G
1 675 HWP gas comp pulsation bottle, 8"x24", G
1 1269 HWP gas comp pulsation bottle, 8" x 24", G
1 300# Flanged automated, 2", G
1 Wizard control box, G
1 Gas compressor cylinder, G
1 SCS magneto - needs repair, G
1 6 Cylinder magneto - needs repair, G
1 6 Cylinder magneto - needs repair, G
2 Screw on unions, 2 7/8", G
6 (Bags) CXL seal, G
1 Cable pulley, G
1 Rod hook, G
1 Chain tongs, 2', G
1 C.O. w/BR collar & 8 toll R, 2 7/8-2 3/8, G
1 Cementing tub, G
1 Catline, 100', G
6 (Sets) Bowl & slips, 4 1/2, G
1 Cable turn buckles, G
1 Tubing smear (inside), 2", G
1 Sinker bar, 2", G
1 Overshot fishing spear, 2", G
1 Fishing spear (for cable), 2", G
1 Tank hauling skid, G
1 Tubing hauling basket, G
1 Extension cord, 50', G
1 Extension cord, 100', G
1 (Set) Tire changing tools, G
1 Pre lube machine, G
1 Creeper, G
1 Tire hammer, G
1 (Set) Jumper cables, G
1 Slate bar, G
1 Backhoe foot pad for blacktop, G
1 (Set) Chain tongs, 5', G
1 Rod hauling basket, G
1 Rail rod deck, G
1 Equipment repair manual, G
1 Hydraulic cylinders, G
1 Rod hook, G
1 Swivel, G
1 (Set) Tubing tongs, 2", G
1 (Set) Rod flares, G
1 Rod thread chaser, G
1 Oil skimmer, 3", G
1 Graphic meter chart, G
1 Varel roller cone, 12", G
1 Guiberson oil saver, 3/8 x 5/8, G
2 Cal Seal 60, G
lot Nipple, 1 1/2"
Nipple, 2" x 4"
Seat nipple, 2 7/8"
Nipple, 3" x 2"
Nipple, 1"
Nipple, 1-1/4"
Nipple, 1-3/4"
Nipple, 4" x 12"
Nipple, 5" x 5"
Nipple, 3" x 1"
Nipple, 2" x 18"
(2) Nipples, 2" x 11"
(7) Nippies, 2" x 12"
Nipple, 9"
(2) Nipples, 2" x 14"
Nipple, 2" x 21"
Nipple, 2" x 24"
Nipple, 3" x 10"
Nipple, 3" x 8"
Nipple, 3" x 3"
Change over nipples, 3" x 3 1/2"
Change over nipples, 4" x 1"
Change over nipples, 2" x 1/2"
(4) Change over nipples, 3" x 2 1/2"
Change over nipples, 2" x 1"
Change over nipples, 2" x 1 1/2"
Change over nipples w/collar, 2 7/8 x 2 3/8
2 7/8 to 8 Round change nipple, 2"
All thread nipple, 7"
Changeover nipples w/collar, 2"
Nipple, 4" x 6"
Nipple, 4" x 6"
(79) 6" Long nipples, 2"
(26) 8" Long nipples, 2"
(11) 4" Long nipples, 2"
(3) 2" Long nipples, 2",
Nipple, 7"
Nipple, 3"
Nipple, 1"
(2) Nipples, 10"
Nipple, 8"
Nipple, 6"
Nipple, 4"
Nipple, 2"
3' Long nipple, 3"
Nipple, 3"
Nipple, 4"
Plastic nipple, 1"
Change over, 2 3/8", G
1 Open hole packer, 2" x 6 1/4, G
1 CSG packer, 2" x 5 1/2
9 Casing packers, 2" x 4 1/2
1 open hole packer, 4" x 6 1/4", G
1 Straddle packer (incomplete), G
12 Orphus plates, .750, G
6 Orphus plates, 1., G
5 Orphus plates, 1.25, G
3 Orphus plates, 2., G
7 Orphus plates, 1.5, G
2 Orphus plates, .625, G
1 Orphus plate, 2.25, G
2 Orphus plates, 1.75, G
3 Orphus plates, 1-3/8", G
6 (Sets) Flat plates, G
6 (Sets) Top plates, G
1 Orphus plate, 1/8", G
1 Orphus plate, 1/2", G
2 Orphus plates, 3/8", G
16 Bull plugs, 2", G
1 Plug, 6" x 4",G
1 Bull plug, 4" x 2", G
28 Flat plugs, 2", G
1 Plug, 1-1/4", G
2 Flat plugs, 3", G
1 Lubricator pump, G
1 90W Barrel pump, G
1 Barrel oil pump, G
1 Piston pump, G
1 3 Stage main pump, G
1 60 Tubing rack, G
1 Set rod racks, G
lot 3/4 Rod, 6'
5/8" Pony rod, 4'
5/8" Pony rod, 8'
5/8" Pony rod, 10'
Pony rod, 3/4"
Polish rod, 11'x 5/8
5/8x6' Pony rod
Rod boxes, 5/8", G
1 First aid kit, G
1 Fire extinguisher, G
1 Fire extinguisher, G
1 Fire extinguisher, G
1 Fire extinguisher, G
1 Air slip w/spider, 2 7/8"
1 Slip w/spider, 2 7/8"
1 Slip w/spider, 2"
1 BD Slip, 4", (Equipment reported to be on rigs, not personally verified),
G
6 (Sets) Lift out slips, 2", (Equipment reported to be on rigs, not
personally verified), G
1 Slip inserter, 4 1/2", G
6 (Sets) Slip inserters, 2 7/8", G
6 (Sets) Tong slips for orange smear, G
1 (Set) 3-3/8 slips, G
1 (Set) Tubing slips, (Equipment reported to be on rigs, not personally
verified), G
1 (Set) Bowl & slips, 1-1/2", G
lot Drive socket set, 1/2"
Socket set, 1"
Socket coupling, 1-1/4"
Reducer socket, 3" x 2"
Socket coupling, 3"
Socket cap, 3"
Socket reducer, 2" x 1-1/4"
Socket coupling, 3/4"
Socket reducer, 2" x 1"
Socket 90 degree, 3"
Socket elf, 1-1/4"
Socket elf, 2"
Socket coupling, 1"
Socket cap, 2"
Socket face set, 2"
Socket fuse clamp tool, 1"
Socket fuse clamp tool, 2"
Rope socket, 4"
Rope socket, 5"
Rope socket, 6"
Drive ratchets & sockets, 3/4"
Deepwell sockets
Rope socket, 4-1/2", G
1 IR BM 150 - air starter, G
1 Rebuilt IR 15BM - air starter, G
1 Delco 71 BR starter, G
1 Drilling stem, 4", G
1 Drilling stem, 5", G
1 Stem, 5", G
1 Stem, 4 1/2", G
1 Sub w/collar, 7" x 5', (Equipment repoded to be on rigs, not personally
verified), G
Sub w/collar & 3" nipple, 7" x 1', (Equipment reported to be on rigs,
not personally
1 verified), G
Sub w/collar ~ swedge ~ valve, 7" x 1', (Equipment reported to be on
rigs, not personally
1 verified), G
1 Sub w/collar, 7" x 4', (Equipment repoded to be on rigs, not personally
verified), G
1 Sub w/collar, 7" x 2', (Equipment reported to be on rigs, not personally
verified), G
1 Sub, 4" x 4', (Equipment reported to be on rigs, not personally
verified), G
1 (Equipment reported to be on rigs, not personally verified), G
10 Round perforated sub, 2" x 4', (Equipment reportec to be on rigs, not
personally
1 verified), G
1 8 Round sub, 2-3/8" x 2', (Equipment reported to be on rigs, not
personally verified), G
1 Sub, 2-3/8" x 8', (Equipment reported to be on rigs, not personally
verified), G
1 Sub, 2-3/8" x 6', (Equipment reported to be on rigs, not personally
verified), G
1 Sub, 2" x 4', (Equipment reported to be on rigs, not personally
verified), G
1 Sub, 2" x 2', (Equipment reported to be on rigs, not personally
verified), G
1 Sub, 2 3/8"x6', (Equipment reported to be on rigs, not personally
verified), G
1 Sub, 2' 2 3/8", (Equipment reported to be on rigs, not personally
verified), G
1 Sub, 4' 2 3/8", (Equipment reported to be on rigs, not personally
verified), G
5 Steam Jenny cleaners (25 Ibs.), G
1 Swab, 1 1/2", (Equipment reported to be on rigs, not personally
verified), G
1 Swab cup, 2 3/8", (Equipment reported to be on rigs, not personally
verified), G
1 (Equipment reported to be on rigs, not personally verified), G
1 (Equipment reported to be on rigs, not personally verified), G
1 Swab, 2-7/8", (Equipment reported to be on rigs, not personally
verified), G
1 Swab, 2", (Equipment reported to be on rigs, not personally verified), G
1 Swab, 2", (Equipment reported to be on rigs, not personally verified), G
1 2 Geitgey type V swab cup, 1 1/2-, (Equipment reported to be on rigs, not
personally verified), G
1 Type V swab cup, (Equipment reported to be on rigs, not personally
verified), G
1 2 Geitgey type V swab cup, (Equipment reported to be on rigs, not
personally verified), G
1 2 Geitgey type V swab cup, (Equipment reported to be on rigs, not
personally verified), G
5 Swedges, 3" x 2", G
2 Swedges, 5" x 7", G
1 Swedge, 7" x 4", G
1 Swedge, 5" x 4", G
1 Swedge, 5" x 2", G
13 Swedges, 7" x 2", G
1 4 1/2 x 8 Round swedge, 2", G
3 Swedge, 7" x 4", G
TOTAL FOR ALL ITEMS TURN-KEY $830,000 TO $870,000
EXHIBIT "D"
TO THAT PURCHASE AGREEMENT DATED
DECEMBER 16, 1997 BETWEEN MILLER AND AKS
CONTRACTS
1. That Oil and Gas Agreement and Joint Operating Agreement dated May 12,
1994, by and between Enpro, Inc. and AKS Energy Corporation.
2. That Oil and Gas Lease between AKS and SMEPA referenced in Exhibit A.
3. That Letter Agreement of May, 1995 between AKS, Asher Land and Mineral Ltd
and Crockett Colleries Inc.
4. All documents of public record or which are contained in the files of AKS.
EXHIBIT "E"
TO THAT PURCHASE AGREEMENT DATED
DECEMBER 16, 1997 BETWEEN MILLER AND AKS
OFFICE FURNITURE AND INTELLECTUAL PROPERTY
1. That furniture attached hereto and incorporated herein as Exhibit E-1
2. Those intellectual rights to the software known as:
Geographics Exploration, Inc.
Visual Dbase
Excel 5.0
3. 2-D Seismic on properties located in Bell, Leslie, Clay and Knox Counties
subject to permission and consent from Pen Virginia and Equitable Resources.
EXHIBIT E-1
lot Computer, Pionex, Pentium 200 MHz, 4.3 O. HD, 32 MG RAM, 6X CD
ROM, 3.5' floppy, 16 lot 28.8 modem, wicolor monitor, keyboard &
mouse, G
lot Computer, 486, 100-166 MHz, 1.2 G. HO, 32 MG RAM, 5 1/4" & 3.5"
floppy, tape backup, 17 lot w/color monitor, keyboard & mouse
(housed in Gateway 2000 tower), G
1 Computer, laptop, AST, Ascentia 900 N, 486, 50 MHz, 340 MG HD, 8 MG
RAM, G
1 Plotter, Hewlett Packard, Design Jet 350C, G
1 Blueline copier, Diazit Dart XL120, Model 6050, s/n 160503, G
lot Computer, Goldstar, Modei G7316, 286, s/n 006000669, w/monitor &
keyboard, G
1 Plotter, loline, Model LP3700, w/oak stand on casters, G
lot Telephone system, Comdial Executech, Model 0824X 812EC, s/n
1108264, eight lines, w/(8) telephones, G
1 Postage machine, Pitney Bowes, Model 6200, s/n 30946, w/scale,
Pitney Bowes, Model A523, s/n 27416, 3 lb. X 0.05 oz. Capacity, G
l Page printer, Genicom, Model 7170, s/n 2H215736, G
1 LED page printer, Okidata, Model OL400e/EN2700A, G
lot Computer, Acros, 486SX/25 Acer, s/n A399937, 5 1/4" & 3.5" floppy,
16 MHz, 40 MG RAM, w/color monitor, SVGA, Goldstar, keyboard &
mouse, G
1 Printer, Hewlett Packard, LaserJet, Model 2686A, s/n 2531J94422, G
1 1994 Copier, Lanier, Model 6616, s/n 803929, 94907 copies, w/self-
contained letter & legal trays, w/document feeder, w/10 bin sorter,
G
100 LOT Office Furniture and Equipment
(1) Calculator w/tape, Canon, Model MP210, G
(1) Calculator w/tape, Canon, Model MP31 D, G
(1) Calculator w/tape, Casio, Model DL-220A, G
(1) Desk, secretarial "L", traditional, walnut, Hillcrest, G-F
Lot Desk, secretarial "L", traditional, walnut, Hillcrest, w/matching kneehole
credenza, G-F
Lot Desk, executive, traditional, oak, w/designer panels, w/matching kneehole
credenza, G
(1) Conference table, race track style, oak, 6' L x 3'W, w/1/2 moon bases
carpeted, G
(1) Bookshelf, 2 tier, adjustable glass shelves, oak, w/understorage, G
(1) Bookshelf, w/single tier adjustable glass shelf, w/library door storage &
3 drawers, G
Lot Desk, executive, traditional, walnut, w/matching bookcase credenza &
hutch, w/(2)
wire mesh doors & (2) adjustable bookshelves, plus matching kneehole credenza,
G
(1) Desk, executive, traditional, oak, G
(5) Filing cabinets, 4 drawer, legal, metal, beige, G
(1) Filing cabinet, 2 drawer, legal, metal, black, G
(8) Filing cabinets, 4 drawer, legal, metal, beige/brown, G
(1) Filing cabinet, 4 drawer, ledger, metal, beige, G
(1) Filing cabinet, 4 drawer, ledger, metal, cream, G
(2) Chairs, visitor/side, wing back, designer rose fabric, w/hobnailed trim, G
(3) Chairs, visitor/side, round back, designer coral fabric, w/oak frame, G
(1) Chair, office/secretarial, aqua fabric, F
(1) Chair, visitor/side, brown fabric/vinyl, metal frame, G
(5) Chairs, stacking, brown vinyl, chrome frame, G
(1) Chair, executive, pillow back, blue leather, G
(5) Chairs, conference/visitor, medium back, gray fabric, upholstered arms
w/oak, 4 star oak base, G
(2) Chairs, visitor/side, round back, gray fabric, w/oak frame, G
(2) Chairs, secretarial, burgundy fabric, G-F
(1) Chair, secretarial, brown fabric, F
(1) Chair, secretarial/office, maroon fabric, G-F
(2) Chairs, visitor/side, camel back, designer rose fabric, w/button & tuck,
hobnailed trim,
Chippendale arms, G
(1) Refrigerator, Amana 14, Model TM14HW, s/n 8704068835, 6.5 oz. R12, Energy
Saver, G
(1) Microwave oven, Sharp, Model Carousel II, G
(1) Coffee maker, Bunn, Model Pour-Omatic, single bumer, G
(1) Vacuum cleaner, Eureka, Model Powerline-Bravo, 10.0 amp, G-F
(3) Folding tables, 6', G
(1) Folding table, 5', G
(1) Printer stand, gray laminate, on casters, G
(1) Table, wood laminate top, chrome legs, w/2 tier understorage, F-G
(2) Bookshelves, beige, metal, 3 tier, G
(1) Stereo, Sears, w/turntable, equalizer, tuner, cassette player, (2)
speakers, G
(1) Light table, shopmade, 50" L x 32" W, G
(1) Copier cabinet, metal, gray, G
(1) Computer table, traditional, walnut, G-F
(1) Bookshelf, 5 tier, oak, G
(4) Assorled potted plants, G
Office supplies: staplers, coat rack, paper trays, keybox, pencil sharpener,
waste cans, etc., G-F
EXHIBIT "F"
TO THAT PURCHASE AGREEMENT DATED
DECEMBER 16, 1997 BETWEEN MILLER AND AKS
ALLOCATION OF PURCHASE PRICE
<TABLE>
Miller Petroleum, Inc.
AKS Energy Corporation Asset Purchase
<CAPTION>
8%
Unit Reserve Assigned
Number Well Name valuation Values
& Appraisals
<S> <C> <C> <C>
Asher #1 $89,200 $53,687
Asher #2 $304,500 $183,269
Cabot #11 $1,800 $1,083
Cabot #4 $338,700 $203,853
Cabot #6 $O $O
Cabot #8 $119,500 $71,923
Riley #14 $319,200 $192,116
Riley #15 $17,300 $10,412
Riley #17 $500 $301
AKS #1 $624,900 $376,107
AKS #13 $9,700 $5,838
AKS #2 $242,300 $145,832
AKS #21 $400 $241
AKS #22 $154,200 $92,808
AKS #3 $49,900 $30,033
AKS #6 $0 $O
AKS #7 $1OO $60
Asher #11 $121,600 $73,187
Asher #12 $131,300 $79,025
AKS #24 $103,900 $62,534
AKS #24A $72,500 $43,635
AKS #25 $158,400 $95,336
1 1994 Crawler Tractor/Dozer Case $55,000 $33,103
2 1973 Lo-Boy Trailer $2,500 $1,505
3 1991 Backhoe 4X4 $27,500 $16,551
4 Pipe Spoding Trailer $350 $211
5 38' Pipe Trailer $500 $301
6 1984 Ford F250 4 X 4 $2,500 $1,505
7 1989 toyota SR5 Ext Cab 4X4 $3,000 $1,806
8 1979 Ford F-700 pump truck $4,500 $2,708
9 1978 Integral Engine Compressor $100,000 $60,187
10 1985 Integral Engine Compressor $50,000 $30,093
11 1984 Integral Engine Compressor $25,000 $15,047
12 Power Unit w/tongs Bryon Jackson,
Inc. $6,500 $3,912
13 1987 Toyota 4 X 4 $1,500 $9O3
14 1985 RD-10 Drill Rig equipped $175,000 $105,327
15 1972 Smeal Rig $25,000 $15,047
16 1982 Smeal Rig $35,000 $21,065
17 Service Rig Bucyrus Erie, Model 24-L$15,000 $9,028
18 Service Rig Bucyrus Erie, Model 36-L$25,000 $15,047
19 Smeal Cable Tool, Model 12TSWCX $9,500 $5,718
20 Gardner Denver 1964 Air Compressor $6,500 $3,912
21 Gardner Denver 1973 Air Compressor $5,000 $3,009
22 IR Alr Compressor Portable $3,000 $1,806
23 1977 Crawler Tractor/Dozer, Komatsu $25,000 $15,047
24 Air Compressor, Chicago Pneumatic $250 $l50
25 IR Air Compressor, Horizontal $2,000 $1,204
26 1989 Toyota Pickup 4 x4 $3,000 $1,806
27 1988 Toyota Pickup 4 x4 $2,750 $1,655
28 1987 Chrysler LeBaron $1,100 $662
29 1974 Ford F750 12' Winch Truck $3,000 $1,806
30 1976 Chevrolet H19 8' Dump Truck $3,750 $2,257
31 1974 Kenworth 12" Flatbed/Tractor $2,000 $1,204
32 Mack R700 12' Winch/Tractor $250 $150
33 1979 General Engines Co. Trailer $1,800 $1,083
34 Copco Storage Trailer $750 $451
35 1971 ford F700 Boom Truck $3,500 $2,107
36 Phelan Gooseneck Trailer $1,000 $602
37 1977 Mack R600 Tractor $2,000 $1,204
38 Equipment Trailer $2,500 $1,505
39 Portable Propane Tank on Trailer $250 $150
40 Tank Blue w/Ladder 11,550 Gal. $3,000 $1,806
41 Tank Gray w/Ladder 5,500 Gal. $2,000 $1,204
42 Tank Blue on Metal Frame Skid
1,000 Gal. $600 $361
43 Pipe Threaders, Ridgid Model 300 $7,500 $4,514
44 Pipe Vise/Trist and Ridgid $150 $9O
45 Pipe Vise Ridgid Model 25 w/Tripod $150 $9O
46 Pipe Threaders Ridgid 2" w/Handles $550 $331
47 Pipe Cutters, Ridgid Model 42A $100 $6O
48 Chainsaw Homelite XL 12" $75 $45
49 Chainsaw Homelite SuperXL 20" $150 $9O
50 Rig Trailer Box 12' $275 $166
51 Rig Trailer Box 8' $250 $150
52 Rig Trailer Box 10' $500 $301
53 Storage Trailer 24' L, Single Axle $500 $301
54 Steam Cleaner, Jet-A-Way $300 $181
55 Combinatlon Welder/Steam Cleaner $1,25O $752
56 Portable Arc Welder, Lincoln $325 $196
57 Engine Stand, Wilmar 750# Capacity $200 $120
58 Pipe Wrench 48" Super Ego $150 $9O
59 Parts Cleaner $75 $45
60 Bench Grinder Craftsman $50 $30
61 Vise Heavy Duty Columbian $75 $45
62 Shop Table 4' x 8' Steel Top $225 $135
63 H-Press Carolina $500 $301
64 Engine Hoist Carolina $225 $135
65 1997 Automatic Parts Washer $7,500 $4,514
66 Power Tools $750 $451
67 Floor Jack, Licoln $450 $271
68 Battery Charger, Dayton $175 $105
69 Portable Generator Honda $850 $512
70 Time Clock Lathem $350 $211
71 Shop Office Furniture $150 $90
72 Shop Equipment $1,200 $722
73 Fire Extinguishers $450 $271
74 Oil Recovery/Cleaner $750 $451
75 Pump 2" w/Honda Engine $275 $166
76 Pump 2" w/Honda Engine $275 $166
77 Electrolytic Water Analyzer $4,000 $2,407
78 Vise Heavy Duty 9" $75 $45
79 Angle Grinder Black & Decker $75 $45
80 Paint Sprayer $125 $75
81 Oxyacetylene Cart $350 $211
82 Extension Ladder 16' $75 $45
83 Torpedo Heater Reddy $175 $105
84 Stepladder 6' Aluminum $25 $15
85 Pressure Washer w/Briggs & Stratton En $275 $166
86 Computer Pionex Pentium 200 MHZ $2,500 $1,505
87 Computer 486 $1,500 $903
88 Computer Laptop AST Ascentia 900N $1,200 $722
89 Plotter, HP Design Jet 350C $2,250 $1,354
90 Blueline Copier Diazit Dart X1120 $650 $391
91 Computer, Goldstar Model G7316 $250 $150
92 Plotter Loline Model LP3700 $1,200 $722
93 Telephone System Comdial Executech $1,800 $1,083
94 Postage Machine Pitney Bowes $1,200 $722
95 Page Printer, Genicom $1,750 $1,053
96 LED Page Printer, Okidata $450 $271
97 computer Acros 486SX/25 Acer $l,500 $903
98 Printer HP LaserJet $700 $421
99 1994 Copier Lanier Model 6616 $3,450 $2,076
100 Office Furniture & Equipment $9,500 $5,718
101 Inventory $25,000 $15,047
Metal Shop and 30 acres land $250,000 $150,467
Totals $3,835,075 $2,308,207
Total cost
Cash $1,910,000
Stock $90,000
Assumed Liabilities $308,207
Total Cost $2,308,207
</TABLE>
PUT AGREEMENT AND PIGGY BACK REGISTRATION RIGHTS
This Put Agreement and Piggy Back Registration Rights (the "Agreement")
is entered into as of December 16th, 1997 by and between Arakis Energy
Corporation, (the "Company") whose address is 500 645 7 Ave. SW, Calvar,
Alberta T2P4G8 and Miller Petroleum, Inc., a Tennessee corporation ("Miller")
whose address is 3651 Baker Highway, Huntsville, Tennessee 37756.
R E C I T A L S:
WHEREAS, the Company's subsidiary, AKS Energy Corporation ("AKS") and
Miller entered into a Purchase and Sale Agreement ("the Sale Agreement")
dated the 16th day of December, 1997, which, inter alia, granted Arakis the
right to put forty-five thousand (45,000) common shares (the "Miller Stock")
of Miller and require Miller to register the Miller stock; and
WHEREAS, the parties wish to memorialize their understandings and
agreements.
W I T N E S S E T H:
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this Agreement and previous agreements entered into in the
Amended Put Agreement, the parties agree as follows:
1. Piggy Back Registration Rights. If Miller at any time proposes
to file a registration statement under the Securities Act covering any of its
securities other than a registration on Form S-4 or Form S-8, or any successor
or similar forms, whether or not for sale or its own account, it will each
such time give prompt written notice to the Company of its intention to do so
and of such holders' rights under this Section of the Agreement. Upon the
written request of the Company within 30 days after the receipt of any such
notice (which request shall specify the Miller Stock intended to be disposed
of by such holder and the intended method of disposition thereof), Miller will
use its best efforts to effect the registration under the Securities Act of
all the Miller Stock which Miller has been so requested to register by the
holders thereof, to the extent requisite to permit the disposition (in
accordance with the intended methods thereof as aforesaid) of the Miller Stock
so to be registered, by inclusion of such Miller Stock in the registration
statement which covers the securities which Miller proposes to register;
provided, that if, at any time after giving written notice of its intention to
register any securities and prior to the effective date of the registration
statement filed in connection with such registration, Miller shall determine
for any reason either not to register or to delay registration of such
securities, Miller may, at its election, give written notice of such
determination to each holder of Miller Stock and, thereupon, (i) in the case
of a determination not to register, shall be relieved of its obligation to
register any of the Miller Stock in connection with such registration (but not
from its obligation to pay the Registration Expenses in connection therewith),
and (ii) in the case of a determination to delay registering, shall be
permitted to delay registering any of the Miller Stock, for the same period as
the delay in registering such other securities. Miller will pay all
Registration Expenses incurred by the holders of the Miller Stock in
connection with each registration of Miller Stock requested pursuant to this
Section.
If (i) a registration pursuant to this Section involves an underwritten
offering of the securities being registered, whether or not for sale for the
account of Miller, to be distributed (on a firm commitment basis) by or
through one or more underwriters of recognized standing under underwriting
terms appropriate for such a transaction, and (ii) the managing underwriter of
such underwritten offering shall inform Miller and holders of the Miller Stock
Securities requesting such registration by letter of its belief that the
distribution of all or a specified number of such Miller Stock concurrently
with the securities being distributed by such underwriters would interfere
with the successful marketing of the securities being distributed by such
underwriters (such writing to state the basis of such belief and the
approximate number of such Miller Stock which may be distributed without such
effect), then Miller may, upon written notice to all holders of such Miller
Stock, reduce pro rata (if and to the extent stated by such managing
underwriter to be necessary to eliminate such effect) the number of such
Miller Stock and securities proposed to be sold by any person other than
Miller the registration of which shall have been requested by each holder of
the Miller Stock and each person other than Miller so that the resultant
aggregate number of such Miller Stock so included in such registration shall
be equal to the number of shares stated in such managing underwriter's letter.
2. PUT. The Miller hereby grants to the Company, or one or more of
its subsidiaries, associated companies, assignees or designees, the
unconditional and irrevocable right to require Miller to purchase the Miller
Stock from the Company for the aggregate price of $90,000 (the "Put Price"),
payable in immediately available funds to the Company or such other persons as
the Company shall designate to Miller in writing (the "Company Put"), provided
Miller's common stock is trading for an average of less than Two Dollars
($2.00) for the thirty day (30) period immediately prior to the anniversary
date hereof. The Company's right to require Miller to take and purchase the
Miller Stock shall be exercisable by the Company by delivery of a written
notice to Miller (the "Put Notice") on or after December 16, 1998. Upon
receipt of the Put Notice, Miller shall have 45 days to deliver the Put Price
to the Company. Upon receipt of the Put Price, the Company shall immediately
transfer the Miller Stock to Miller.
3. COVENANTS. At all times until such time as the Company Put has
been exercised and the obligations of Miller with respect thereto have been
fulfilled Miller covenants and agrees to duly and punctually perform the
following:
(a) Financial Statements. Miller will furnish the Company with the
following:
(i) Within 60 days following the end of each quarter of Miller's
fiscal year, except the last such quarter of such year, a
copy of Miller's Quarterly Report on Form 10-QSB (or Form
10-Q, as the case may be) as filed with the Securities and
Exchange Commission (the "SEC") or, if Miller no longer
files such report, an unaudited consolidated balance sheet
of Miller and its consolidated subsidiaries prepared by it
as of the close of the period ended, together with the
related statements of income and cash flows for such period,
and in each case certified the chief financial officer of
Miller as having been prepared in accordance with generally
accepted accounting principals ("GAAP") and as fairly
presenting the financial condition and results of operations
and changes in financial position for such period then ended
in accordance with such principles and practices (subject to
normal year-end audit adjustments);
(ii) Within 105 days after the close of each fiscal year of
Miller, a copy of Miller's Annual Report on Form 10-KSB (or
form 10-K, as the case may be) as filed with the SEC or, if
Miller no longer files such reports, an audited consolidated
balance sheet, income statement, and cash flow statement of
Miller and its consolidated subsidiaries, as of the close of
such fiscal year, and each case as certified independent
public accountants, including their certificate and
accompanying comments, as having been prepared in accordance
GAAP and as fairly presenting the financial condition and
results of operations and changes in financial position for
such period then ended in accordance with GAAP, without
qualification as to scope of the audit or nonconformity with
GAAP;
(iii) Promptly upon their becoming available, copies of all
reports on Form 8-K filed by Miller under the Securities
Exchange Act of 1934, as amended, and each other
statement,
report or circular (other than the exhibits thereto and
any
registration statements on Form S-8 or its equivalent)
generally distributed to creditors or shareholders;
(iv) Together with each set of financial statements referred to
in clauses (i) and (ii), a certificate signed by the chief
financial officer of Miller, to the effect that such officer
has reviewed the relevant terms of this Agreement and has
made, or caused to be made under his supervision, a review
of the transactions and condition of Miller during the
accounting period covered by such financial statements, and
that such review has not disclosed the existence during
such accounting period, nor does such officer have any
knowledge of the existence, as at the date of such
certificate, of any condition or event which constitute a
Default or an Event of Default existed or exists, specifying
the nature and period of existence thereof and what action
Miller has taken or is taking or proposes to take with
respect thereto;
(v) Immediately after Miller knows or should know of the
occurrence thereof, notice of a Default or Event of Default;
and
(vi) From time to time such other information as the Company may
reasonably request.
(b) Maintenance of Corporate Existence. Except as provided in Section
(d) below, Miller will preserve and maintain its corporate existence and its
rights, privileges, licenses and franchises material to Miller's ability to
perform its obligations hereunder in each applicable jurisdiction.
(c) Payment of Taxes. Miller will pay or cause to be paid all federal
and state taxes imposed upon it, or upon its income or profits, or upon any
property belonging to it, on or prior to the due date thereof, including any
extensions which have been duly obtained or granted; provided, however, that
Miller shall not be required to pay any such taxes, the payment of which is
being diligently contested in good faith and by appropriate proceedings with
appropriate reserves.
(d) Consolidation, Merger, Etc. Miller shall not liquidate or
dissolve; and Miller shall not consolidate with or merge into or with any
other corporation or other Person (defined below), and Miller shall not
convey, transfer, lease or otherwise dispose of all or substantially all of
its property and other assets to, or acquire all or any substantial part of
the property or other assets or capital stock of (if such acquisition is
analogous in either purpose or effect to a consolidation or merger), any
corporation or other Person, unless:
(i) the Person formed by or surviving such consolidation or
merger or the Person which acquires by conveyance, transfer,
lease or other disposition all or substantially all of such
property and other assets or stock (the "Successor Entity"):
(A) shall be a corporation organized and existing under the
laws of the United States of America or any State thereof or
the District of Columbia; (B) immediately after giving
effect to such transaction, shall be Miller or shall have
acquired or succeeded to all or substantially all of the
property and other assets of Miller (if such assets are
being transferred) as an entirety; (C) shall execute and
deliver to Miller such recordations and filings with any
governmental entity and such other documents as Miller
determines shall be reasonably necessary or advisable to
evidence, or in connection with, such consolidation, merger,
sale, lease, transfer or other disposition and an agreement,
in form and substance reasonably satisfactory to Miller,
which is a legal, valid, binding and enforceable assumption
by such Successor Entity of the due and punctual performance
and observance of each covenant and condition of this
Agreement and the other operative documents to which Miller
is a party and agreement to be bound thereby, and an
officer's certificate to such effect and to the effect that
the other requirements of this Section have been satisfied,
and a legal opinion from counsel to such effect and
otherwise in such form and substance reasonably satisfactory
to Miller. For the purposes of this Agreement, person shall
be defined to mean an individual, a partnership, a
corporation, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization, or a
governmental entity (or any department, agency, or political
subdivision thereof); and
(ii) no Default or Event of Default shall have occurred and be
continuing or shall occur as a result thereof.
4. EVENTS OF DEFAULT. Any one or more of the following conditions or
events shall constitute an Event of Default (whether any such condition or
event shall be voluntary or involuntary or come about or be effected by
operation of law or pursuant to or in compliance with any judgment, decree or
order of any court or any order, rule or regulation of any other governmental
entity):
(a) Miller shall fail to make any payment payable to the Company under
this Agreement within ten days of the due date; or
(b) Any representation or warranty made or remade by Miller herein or
in any certificate furnished to the Company in connection herewith
is incorrect at the time made or deemed remade in any material
respect; or
(c) Miller shall fail to perform or observe any covenant, condition,
or agreement to be performed or observed by it pursuant to this
Agreement, and such failure shall continue for a period of ten
days after written notice thereof is given by the Company to
Miller; or
(d) Miller or any of its subsidiaries consents to the appointment of a
custodian, receiver, trustee or liquidator of itself or all or any
material part of Miller's property or Miller's consolidated
property, or Miller or any of its subsidiaries admits in writing
its inability to, or is unable to, or does not, pay its debts
generally as they come due, or makes a general assignment for the
benefit of creditors, or Miller or any of its subsidiaries files a
voluntary petition in bankruptcy or a voluntary petition seeking
reorganization in a proceeding under any bankruptcy or insolvency
laws (as now or hereafter in effect), or an answer admitting the
material allegations of a petition filed against Miller or any of
its subsidiaries in any such proceeding, or Miller or any of its
subsidiaries by voluntary petition, answer or consent seeks relief
under the provision of any other bankruptcy, insolvency or other
similar law providing for the reorganization or winding-up of
corporations, or provides for an agreement, composition, extension
or adjustment with its creditors, or any corporate action
(including, without limitation, any board of directors or
shareholder action) is taken by Miller or any of its subsidiaries
in furtherance of any of the foregoing, whether the same is fully
effected or accomplished; or
(e) An order, judgment or decree is entered by any court appointing,
without the consent of Miller or any of its subsidiaries, a
custodian, receiver, trustee or liquidator of Miller or any of its
subsidiaries, or of all or any material part of Miller's property,
Miller's consolidated property, or all or any material part of
Miller's property or Miller's consolidated property is
sequestered, and any such order, judgment or decree of appointment
or sequestration remains in effect, undismissed, unstayed or
unvacated for a period of sixty (60) days after the date of entry
thereof or at any time an order for relief is granted; or
(f) An involuntary petition against Miller or any of its subsidiaries
in a proceeding under the Federal bankruptcy laws or other
insolvency laws (as now or hereafter in effect) is filed and is
not withdrawn or dismissed within sixty (60) days thereafter or at
any time an order for relief is granted in such proceeding, or if,
under the provisions of any law providing for reorganization or
winding up of corporations which may apply to Miller or any of its
subsidiaries, any court of competent jurisdiction assumes
jurisdiction over, or custody or control of, Miller or any of its
subsidiaries or of all or any material part of Miller's property,
or Miller's consolidated property and such jurisdiction, custody
or control remains in effect, unrelinquished, unstayed or
unterminated for a period of sixty (60) days or at any time an
order for relief is granted in such proceeding.
5. REPRESENTATIONS AND WARRANTIES OF MILLER. Miller represents and
warrants to the Company that the statements contained in this Section 5 are
correct and complete as of the date of this Agreement.
(a) Organization of Miller. Miller is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
Tennessee.
(b) Authorization of Transaction . Miller has full power and
authority (including full corporate power and authority) to execute and
deliver this Agreement and to perform its obligations hereunder. Without
limiting the generality of the foregoing, the board of directors of Miller has
duly authorized the execution, delivery, and performance of this Agreement by
Miller. This Agreement constitutes the valid and legally binding obligation
of Miller, enforceable in accordance with its terms and conditions.
(c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
conflict with, result in a breach of any of the terms or provisions of or
constitute a default under any of the terms or provisions of any indenture,
mortgage, trust instrument or other agreement, or any judgment, order or
decree of any court or governmental authority, to which Miller is a party or
by which it is bound.
(d) Representations and Warranties of Miller. In the event Miller
acquires the Miller Stock, it will acquire such Miller Stock for treasury
shares and not with a view to the sale or other distribution thereof, and
Miller will not at any time sell, exchange, transfer, or otherwise dispose of
the Miller Stock under circumstances that would constitute a violation of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, or any state statute, rule, or regulation relating to the sale of
securities.
6. MISCELLANEOUS.
(a) One Agreement. This Agreement constitutes one, nonseverable
agreement.
(b) Notices. All notices or other communications hereunder shall be
in writing and delivered by registered mail, return receipt requested,
next-day
air courier delivery, personal service, telex or telecopier at the
respective addresses and to the attention of the respective parties set forth
below their signatures hereto. All notices hereunder shall be effective when
received.
(c) Entire Agreement. This Agreement contains the entire agreement
between Miller and the Company with respect to the subject matter hereof, and
no provision hereof shall be amended, supplements, waived, or otherwise
modified except by a writing executed by both parties.
(d) Confidentiality. Miller and the Company agree to maintain the
confidentiality of the terms of this Agreement and the transactions
contemplated hereby and the documents delivered hereunder and not disclose
such terms or documents to any other Person, except: (Ii) as required by
applicable law, rule or regulation or by legal process or in connection with
legal proceedings; (ii) to affiliates and subsidiaries, attorneys,
consultants, appraisers, accountants, prospective lenders, prospective
trustees, prospective equity participants, prospective direct or indirect
assignees or transferees, investment bankers, financial advisors, rating
agencies and other professional engaged by such party which have agreed in
writing to be bound by and comply with this Section or are under a
professional obligation to do so; (iii) for such information as was or is
available to the public other than as a result of a disclosure in violation of
this Agreement or was or becomes available to a third party on a
non-confidential basis; and (iv) for financial reporting purposes and the
disclosure of the commitments undertaken hereby. Neither party will issue any
press release or other public disclosure of the existence or any terms of this
transaction, without the prior consultation with the other concerning such
press release or other disclosure.
(e) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE SUBSTANTIVE INTERNAL LAWS OF THE COMMONWEALTH OF
KENTUCKY, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPALS THEREOF.
(f) Counterparts. This Agreement may be executed in as many
counterparts as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts, each of which, when so executed,
shall be deemed an original but all such counterparts shall constitute but one
and the same agreement.
(g) Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this
Agreement of any other purpose or be given any substantive effect.
(h) Further Assurances. Miller and the Company each agree to do such
further acts and things or cause to be performed such further acts and things,
including, without limitation, execute and deliver, or cause to be executed
and delivered, such assignments, security instruments, financing statements,
agreements and other documents as the other shall reasonably require or deem
advisable to effectuate the purposes of this Agreement or any other operative
document or to better assure or confirm its rights and remedies hereunder or
thereunder.
(i) Time of the Essence. Time is of the essence with respect to each
provision hereof in which time is a factor.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers as of the day and year first above written.
MILLER PETROLEUM, INC.
By:/S/Deloy Miller
Its: President
Arakis Energy Corporation
By:/S/
Its:___________________________
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT ("the Agreement") is made this 16th day of
December, 1997, between AKS ENERGY CORPORATION, a Delaware Corporation
("AKS") and MILLER PETROLEUM, INC.
RECITALS
WHEREAS, Miller and AKS are parties to a Purchase Agreement (the
"Purchase Agreement), dated November 21, 1997, for the sale and purchase of
certain working and ownership interest in oil and gas properties, leases,
wells and pipelines (the "Assets" as defined in the Purchase Agreement); and,
WHEREAS, the Purchase Agreement requires Miller to execute and deliver
this Agreement to AKS.
NOW, THEREFORE, in consideration as more fully set forth in the Purchase
Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Miller does hereby covenant and
agree as follows:
1. Assumed Obligations. Miller hereby assumes and agrees timely to
perform the Assumed Obligations as more fully set forth in Exhibit "A",
attached hereto and incorporated herein by reference.
2. Miller's Indemnification of AKS. Miller hereby indemnifies and
agrees to defend and hold harmless AKS from and against any and all costs,
expenses and damages arising from any breach or failure of Miller to observe
or perform any of the Assumed Obligations.
3. Claims. As a condition to liability of Miller hereunder, AKS
shall notify Miller, in writing, of any claim ("Claim") covered by this
Agreement within a reasonable time after the assertion thereof by AKS against
Miller. In the event of such a notice of a Claim by AKS to Miller, Miller
shall have ten (10) days after receipt thereof in which to undertake the
defense of the Claim on behalf of itself and AKS. If Miller so undertakes to
defend said Claim on behalf of itself and AKS, it shall retain and pay counsel
to conduct such defense. Such counsel shall be subject to the approval of
AKS, which approval shall not be unreasonably withheld or delayed. AKS may
employ its own counsel to work with Miller's counsel in connection with the
defense of said Claim, but AKS shall pay all fees and disbursements of said
counsel. Miller may settle the Claim, without the consent of AKS, to the
extent the settlement does not bind AKS or impose any obligation on AKS. If
AKS would have any liability for the payment and/or performance of any
settlement, AKS' written consent thereto must be obtained by Miller in order
for said settlement to be binding upon AKS.
If Miller refuses or fails to so undertake to defend the Claim, AKS may
defend the same on its own behalf, may retain and pay counsel to conduct such
defense and may settle the Claim, without the consent of Miller. Miller shall
then reimburse AKS (a) for all reasonable costs, including court costs and
reasonable attorneys' fees, incurred by AKS in connection with said defense
and/or any such settlement, (b) for all sums paid by AKS in accordance with
any such settlement, and (c) for all sums paid pursuant to any judgment
entered against AKS in connection therewith.
IN WITNESS WHEREOF, Miller has caused this Agreement to be properly
executed and delivered as of the day and year first above written.
Miller Petroleum, Inc.
By:/S/Deloy Miller
Its: President
AKS Energy Corporation
By:/s/Ronnie Griffith
Its: President
