Exhibit 10.1
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE
AGREEMENT,
dated as of
September 24, 2007 (the
"Agreement"), is by
and among PBT Capital
Partners, LLC, a Delaware limited
liability company
(the "Buyer"), and Standard Drilling, Inc., a Nevada
corporation (the "Seller", or "the Company")
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Buyer
desires to purchase
from the Seller, and the Seller
desires to sell to
Buyer, certain
assets of the
Seller in exchange for the
assumption by Buyer of certain liabilities and obligations of the
Seller;
WHEREAS, the
transaction
described in this
Agreement would be in the
best interest of the Company because among other things it would
facilitate the
Company obtaining capital from investors; and
WHEREAS, the Buyer is
owned and/or controlled by Prentis B. Tomlinson,
Jr., a member of the Board of Directors of the Company
("Tomlinson");
NOW, THEREFORE,
in consideration of the premises and the
representations,
warranties, covenants
and agreements
contained herein,
the
parties hereto, intending to be legally bound, agree as
follows:
ARTICLE I
THE PURCHASE
Section 1.1. Purchase.
On and subject to the
terms and conditions
of
this Agreement, at the
Closing, Buyer will
acquire and assume from the Seller,
and the Seller will sell and transfer to Buyer, such liabilities, obligations,
assets, rights,
properties,
and interests of the
Seller as may be required to
cause the Seller as of the Effective Time (as hereinafter defined)
to have (i) a
cash balance of $839,068.40, (ii) a deferred note payable by
Buyer to the order
of Seller and
guaranteed by
Tomlinson in the amount of $600,000 payable on or
before December 31, 2007, (iii) no existing or contingent
liabilities other than
the Exempted Liabilities (as hereinafter defined), and (iv) no other assets or
properties. In order
to accomplish the
foregoing,
at the Closing the
parties
will take the actions contemplated in this Article I.
Section 1.2. Liability Assumption. At Closing, Buyer shall assume the
liabilities and obligations as described below and more fully on
Schedules 1 and
2, whether
such amounts accrue prior or subsequent to the Effective Time
(collectively, the "Assumed Liabilities"). as follows:
(a) Obligations
of Seller under its
current office lease at 1155
Dairy Ashford, Houston, TX 77079. as described on Schedule 1;
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(b) Obligations of Seller to repay principal and accrued
interest
under the Interim Credit Agreement between Tomlinson. and Seller as
described on
Schedule 1;
(c) The failure to drill penalties associated with certain leases
in the Norton Prospect in Johnson County, TX, (the "Norton Prospect Leases" )
described on Schedule 2;
(d) Any and all further liabilities, known or unknown, under the
Norton Prospect Leases;
(e) The employment
agreements
between Seller and
certain of its
current and former officers and employees described on Schedule
1;
(f) The obligations
under the termination
letters between Seller
and certain of its former officers and employees described on
Schedule 1;
(g) Proposed severance payments to certain non-contracted current
employees of Seller described on Schedule 1;
(h) Obligations
of Seller on the
invoice from IHS
Energy dated
July 31, 2007
referencing the
contract between Seller and IHS Energy dated
August 14, 2006; and
(i) Any further
liabilities known or unknown associated with the
Acquired Assets.
Section 1.3 Promissory
Note. At the Closing, Buyer will deliver to
Seller a promissory note in the principal amount of $600,000 in the form
attached hereto as
Exhibit A, which
shall be guaranteed by Tomlinson (the
"Note").
Section 1.4 Exempted Liabilities. At Closing, Seller shall retain the
liabilities and
obligations
as described
below and more fully
on Schedule 3,
whether such
amounts accrue prior or subsequent to the Effective Time
(collectively, the "Exempted Liabilities") as follows:
(a) All existing payables and future obligations under the
Advisory
Consulting
Agreement dated June 1, 2006 between Seller and
International Capital Advisory Inc. described on Schedule 3;
(b) All future
obligations under the
Support Services
Agreement
dated November 7, 2006 between Seller and Petroleum Financial Inc. described on
Schedule 3; and
(c) The obligation to provide health insurance benefits to David
Wilson pursuant to that certain employment agreement effective May 15, 2006
and
termination letter dated February 20, 2007 described in Schedule
1.
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Section 1.5. Acquired
Assets. In
consideration for the
foregoing set
forth in Sections 1.1
1.2, 1.3, and 1.4,
Buyer will acquire
from Seller, and
Seller will transfer and assign to Buyer, the following assets (the "Acquired
Assets"):
(a) The inventory,
equipment, prepayments
to secure delivery
of
equipment and other items of tangible personal property of the Seller
described
on Schedule 4 (the "Tangible Personal Property");
(b) All stock owned by the Seller in Standard Drilling E&P, Inc.,
a Nevada corporation ("the Subsidiary") described on Schedule 5 which owns
the
oil, gas and mineral leases of the Seller under the Daniels Lease (as
hereinafter defined);
(c) The oil, gas and mineral leases of the Seller under the
North
Grandview Prospect Leases described on Schedule 2;
(d) The oil, gas and mineral leases of the Seller under the
Norton
Prospect Leases described on Schedule 2;
(e) The oil, gas and mineral leases of the Seller under the
leases
in Pope and Logan Counties, Arkansas described on Schedule 2;
(f) The cash of the Seller as of the Effective Time, to the
extent
the balance
of the cash of the Company as of the Effective Time exceeds
$839,068.40 ; and
Section 1.6. Closing.
The closing (the
"Closing") of the transactions
contemplated by this
Agreement (the "Transaction") shall take place at the
offices of the
attorneys for Seller
on September 24, 2007,
at such other time
and place as Buyer and the Seller shall agree. The date on which the Closing
occurs is referred to in this Agreement as the "Closing
Date." The Closing
will
be effective as of the close of business on September 17, 2007 (the "Effective
Time"). At the
Closing, each of the
parties hereto will
perform such acts and
deliver such
documents as are required pursuant to the terms hereof to be
delivered at Closing.
Section 1.7. Taxes. Any general property and/or ad valorem tax
assessed
against or pertaining
to the Acquired Assets for the taxable period that
includes the
Effective Time shall be prorated
between Buyer and the Seller.
Buyer shall be responsible for all transfer, sales, use, or other
similar taxes,
if any, resulting from the Transaction.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Seller as follows:
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Section 2.1.
Organization
and Qualification. Buyer is a limited
liability company duly
organized, validly
existing and in good
standing under
the laws of the state of Delaware and has the requisite corporate power and
authority to own,
lease and operate its assets and properties and to carry on
its business as it is now being conducted.
Section 2.2.
Authority; Non-Contravention; Approvals.
(a) Buyer has full power and authority to execute and deliver
this
Agreement and to consummate the Transaction. This Agreement has
been approved by
the Managers
of Buyer and no other proceedings on the part of Buyer are
necessary to authorize
the execution and delivery of this Agreement or the
consummation by Buyer of the Transaction, including, without limitation, under
the applicable
requirements of any securities exchange. This Agreement has
been
duly executed and
delivered by Buyer, and, assuming the due authorization,
execution and delivery
hereof by the Seller,
constitutes
a valid and
legally
binding agreement of Buyer enforceable against it in accordance with its
terms,
except that such
enforcement
may be subject to (i) bankruptcy, insolvency,
reorganization,
moratorium or other
similar laws affecting or relating to
enforcement of
creditors'
rights
generally
and (ii) general equitable
principles.
(b) The execution and delivery of this Agreement by Buyer and the
consummation by Buyer
of the Transaction do
not and will not violate or result
in a breach of any
provision of, or
constitute
a default (or an event
which,
with notice or lapse of time or both, would constitute a default) under, or
result in the
termination of, or
accelerate the
performance
required by, or
result in a right of
termination
or acceleration under, or result in the
creation of any lien,
security interest,
charge or encumbrance upon any of the
properties or assets
of Buyer under any of the terms, conditions or provisions
of (i) the charter or bylaws of Buyer, (ii) any statute,
law, ordinance,
rule,
regulation, judgment,
decree, order, injunction, writ, permit or license of any
court or governmental
authority applicable to Buyer or any of its
respective
properties or
assets or (iii) any
note, bond,
mortgage, indenture, deed of
trust, license,
franchise,
permit, concession, contract, lease or other
instrument, obligation or agreement of any kind to which Buyer is
now a party or
by which Buyer or any
of its respective
properties
or assets may be bound
or
affected.
(c) No declaration,
filing or registration with, or notice to, or
authorization, consent
or approval of, any
governmental or
regulatory body or
authority is necessary for the execution and delivery of this
Agreement by Buyer
or the consummation by Buyer of the Transaction.
Section 2.3
Brokers' Fees. Buyer does not have any liability or
obligation to pay any fees or commissions to any broker,
finder, or agent with
respect to the transactions contemplated by this Agreement.
Section 2.4 The Subsidiary. The Subsidiary has no assets or
properties
other than the lease between the Subsidiary and Paul R. Daniels and
wife, Marcia
B. Daniels and Marcia B. Daniels, Trustee (the "Daniels Lease") as
described in
Schedule 5.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE SELLER
The Seller represents and warrants to Buyer that:
Section 3.1.
Organization
and Qualification. The Seller is a
corporation duly organized, validly existing and in good standing
under the laws
of the State of Nevada and has the requisite power and authority to own,
lease
and operate its assets and properties and to carry on its
business as it is now
being conducted.
Section 3.2.
Authority; Non-Contravention; Approvals.
(a) The Seller has full corporate power and authority to execute
and deliver this Agreement and to consummate the Transaction. This
Agreement has
been approved by the Board of Directors and certain stockholders of Seller, and
no other corporate
proceedings
on the part of the
Seller are necessary to
authorize the execution and delivery of this Agreement or the consummation by
the Seller
of the Transaction. This Agreement has been duly executed and
delivered by the
Seller and, assuming
the due authorization, execution and
delivery hereof by Buyer, constitutes a valid and legally
binding agreement
of
the Seller,
enforceable against the Seller in accordance with its terms,
except
that such enforcement may be subject to (a) bankruptcy, insolvency,
reorganization,
moratorium or other
similar laws affecting or relating to
enforcement of creditors' rights generally and (b) general
equitable principles.
(b) The execution and delivery of this Agreement by the Seller
and
the consummation by the Seller of the Transaction do not and will
not violate or
result in a breach of any provision of, or constitute a default (or an event
which, with notice or
lapse of time or both, would constitute a default) under,
or result in the termination of, or accelerate the performance
required by, or
result in a right of
termination
or acceleration under, or result in the
creation of any lien,
security interest,
charge or encumbrance upon any of the
properties or
assets of the Seller under any of the terms, conditions or
provisions of (i) the
charter or bylaws of the Seller, (ii) any statute, law,
ordinance, rule, regulation, judgment, decree, order,
injunction, writ,
permit
or license of any court or governmental authority applicable to the Seller or
any of its properties or assets, or (iii) any note, bond,
mortgage, indenture,
deed of trust, license, franchise, permit, concession, or any
agreement to which
the Seller
is now a party
or by which
the Seller or any of its respective
properties or assets may be bound or affected.
Section 3.3. Title. The Seller has good and indefeasible title to the
Acquired Assets, free and clear of all mortgages, liens, pledges, charges, or
encumbrance of any nature whatsoever.
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Section 3.4. Health Insurance. The Seller currently has a group
health
plan with AETNA Inc entered into on August 1, 2007 (the "AETNA
Health Plan").
Certain former
employees currently rely on the AETNA Health Plan to
maintain
their health coverage
under COBRA. Seller
will maintain and renew the existing
AETNA Health Plan, at no additional out-of-pocket costs to Seller, so long as
former employees
of Seller are entitled to and elect to receive coverage
thereunder pursuant to
COBRA and payment
for monthly
premiums is received
by
Seller from any such former employees are received by Seller.
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ARTICLE IV
CONDUCT OF BUSINESS PENDING THE CLOSING
Section 4.1. Conduct
of Business of the Seller. Prior to the Closing,
the Seller shall
operate its business
in, and only in, the usual, regular and
ordinary course of business in substantially the same manner as operated on
the
date of this Agreement.
ARTICLE V
ADDITIONAL AGREEMENTS
Section 5.1.
Cooperation.
The Seller
shall afford to Buyer and its
accountants, counsel,
financial advisors and
other representatives
reasonable
access during normal business hours throughout the period prior to
and including
the Closing to all of the properties, books, and records of the Seller
relating
to the Acquired Assets
(including, but not
limited to, tax returns and any and
all records or documents which are within the possession of governmental or
regulatory
authorities, agencies
or bodies, and the
disclosure
of which the
Seller can facilitate or control) and, such parties as its
representatives
may
reasonably request.
Any investigation pursuant to this Section shall be
conducted in such
manner as not to interfere unreasonably with the conduct of
the business of the Seller or with the performance of any of the employees of
the Seller.
No investigation pursuant to this Section shall affect any
representation or warranty made by any party.
Section 5.2. Further Assurances. The Seller shall execute,
acknowledge
and deliver or cause to be executed, acknowledged and delivered to Buyer such
assignments or other instruments of transfer, assignment and
conveyance, in form
and substance satisfactory to counsel of Buyer, as shall be
necessary to vest in
Buyer all of the right, title and interest in and to the
Acquired Assets,
free
and clear of all liens, charges, encumbrances, rights of others, mortgages,
pledges or security interests, and any other document
reasonably
requested by
Buyer in connection with this Agreement.
Section 5.3. Expenses
and Fees. Subject to
Section 8.3, all costs and
expenses incurred in connection with this Agreement and the
Transaction shall be
paid by the party incurring such expenses.
Section 5.4.
Independent
Investigation
and Disclaimer. Buyer
acknowledges that its
officers have served as officers of the Seller
an will
continue to serve as
such through the
Closing Date and, as such, (i) it is
intimately familiar
with the Acquired Assets and the Assumed Liabilities, and
(ii) it has sufficient access to the Acquired Assets and the
Assumed Liabilities
to enable it to thoroughly evaluate the Acquired Assets and the Assumed
Liabilities and the
risks associated
therewith.
Buyer acknowledges that in
making its decision to enter into this Agreement and consummate the
transactions
contemplated hereby,
Buyer has relied
solely on the basis of its own knowledge
an experience, its own independent investigation and the express
representations
and warranties set forth herein. Accordingly, except as specifically
provided
herein, the Seller has
not made any
representation or
warranty regarding
the
Acquired Assets or the
Assumed Liabilities,
either express or implied. The
Seller hereby
disclaims all warranties regarding the condition of the
Acquired
Assets, which is
accepted by the Buyer "as is" "where is". The Seller hereby
disclaims any warranty
regarding merchantability or fitness for a particular
purpose, or the nature or extent of the Assumed Liabilities.
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ARTICLE
VI
CONDITIONS TO CLOSING
Section 6.1.
Conditions
to Each Party's Obligation to Effect the
Transactions. The
respective
obligations
of each party
hereto to effect
the
Transaction shall be subject to the fulfillment or waiver, if
permissible, at or
prior to the Closing of the following conditions:
(a) no preliminary
or permanent injunction or other order or
decree by any federal or state court which prevents the consummation of the
Transaction shall have
been issued and remain in effect (each party agreeing to
use its reasonable efforts to have any such injunction, order or
decree lifted);
and
(b) no action shall
have been taken, and no statute, rule or
regulation shall
have been enacted, by any state or federal government or
governmental agency
which would prevent the consummation of the Transaction
or
make the consummation of the Transaction illegal;
(c) the Seller shall have completed the sale by it of the
drilling
rig commonly
referred to as "Rig 1"
pursuant terms and
conditions
which are
reasonably acceptable to the Buyer and the Seller;
(d) the Seller
shall have
entered into an agreement with IEC
Systems concerning
the sale by it of
certain inventory pursuant terms and
conditions which are reasonably acceptable to the Buyer and the
Seller; and
(e) the Seller shall have entered into an agreement
with Romfor,
Inc. concerning
the sale by its of certain inventory pursuant terms and
conditions which are reasonably acceptable to the Buyer and the
Seller.
Section 6.2
Conditions
to Obligation of the Seller to Effect the
Transaction. Unless waived by the Seller, the obligation of the
Seller to effect
the Transaction
shall be subject to
the fulfillment on or prior to the Closing
Date of the following conditions:
(a) Buyer shall have performed in all material respects (or in
all
respects in the case of any agreement containing any materiality
qualification)
its agreements
contained in this Agreement required to be performed on or
prior
to the Closing Date and the representations and warranties of Buyer
contained in
this Agreement
shall be true and
correct in all
material respects (or
in all
respects in
the case of any representation or warranty containing any
materiality
qualification) on
and as of the
date made and on and as of the
Closing Date as if made at and as of such date; and
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(b) Buyer and Tomlinson shall have delivered to Seller a
guaranty
in form reasonably
acceptable to Seller
pursuant to which Tomlinson shall have
guarantee (i) the obligations of Buyer to perform the Assumed
Obligations,
and
(ii) the payment of the Note.
Section 6.3.
Conditions
to Obligations of Buyer to Effect the
Transaction. Unless
waived by Buyer,
the obligations of Buyer to effect the
Transaction shall be
subject to the fulfillment on or prior to the Closing Date
of the following conditions:
(a) That the Seller shall have performed in all material
respects
(or in all respects in
the case of any
agreement containing
any materiality
qualification) its
agreement contained in this Agreement required to be
performed on or prior to the Closing Date and the representations
and warranties
of the Seller
contained in this Agreement shall be true and correct in all
material respects
(or in all
respects in the case of any representation or
warranty containing a