EXHIBIT 10.6
ASSUMPTION AND CANCELLATION OF DEBT AGREEMENTS WITH
FAIRCHILD INTERNATIONAL CORPORATION DATED APRIL 15, 2005
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ASSUMPTION AND CANCELLATION OF DEBT
THIS AGREEMENT is dated April 15, 2005.
AMONG:
FAIRCHILD INTERNATIONAL CORPORATION, a company incorporated
pursuant to the laws of the State of Nevada, having an office
address at Suite 600, 595 Hornby Street, Vancouver, British
Columbia, V6B 2W5
("Fairchild")
AND:
PATCH INTERNATIONAL INC., a company incorporated pursuant to
the laws of the State of Nevada, having an office address at
Suite 1220, 666 Burrard Street, Vancouver, British Columbia
V6C 2X8
("Patch")
AND:
PATCH ENERGY INC., a wholly-owned subsidiary company of Patch,
incorporated pursuant to the laws of Canada, having an office
address at Suite 1220, 666 Burrard Street, Vancouver, British
Columbia V6C 2X8
("Patch Energy")
WHEREAS:
A. Patch is indebted to Fairchild in the
amount of CAD$16,028.07 net of the
amount of CAD$90.50 owing by Fairchild to
Patch (the "Fairchild Debt"), and
Fairchild is indebted to Patch Energy in
the amount of CAD$14,213.57 (the "Patch
Energy Debt");
B. the parties wish to set-off the
Fairchild Debt against the Patch Energy Debt,
leaving an amount of CAD$1,814.50 owing
from Patch to Fairchild (the "Remaining
Debt"); and
C. Fairchild has agreed to cancel the
Remaining Debt in consideration of the
assumption by Patch of certain debts owed
by Fairchild to Grand Slam Radio Inc.,
David Stadnyk, George Tsafalas and Byron
Cox, all pursuant to agreements dated
as of April 15, 2005.
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NOW THEREFORE THIS AGREEMENT WITNESSES that
in consideration of the mutual
covenants and agreements contained herein
and other good and valuable
consideration, the receipt of which is
hereby acknowledged, the parties hereto
covenant and agree as follows:
APPLICATION OF DEBT
1. Patch Energy hereby
directs and authorizes Fairchild to apply the Patch
Energy Debt against the Fairchild Debt and
agrees and acknowledges upon such
application there shall be no further
liability owed to it by Fairchild in
respect of the Patch Energy Debt or any
part thereof.
CANCELLATION OF DEBT
2. Fairchild hereby
absolutely and unconditionally cancels the Remaining Debt
and agrees and acknowledges that there
shall be no further liability owed to it
by Patch in respect of the Remaining Debt
or any part thereof.
ENUREMENT
3. This Agreement will enure to
the benefit of and be binding upon the parties
and their respective successors and
permitted assigns.
GOVERNING LAW
4. This Assignment will
be governed by and construed in accordance with the
laws of the Province of British
Columbia.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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COUNTERPARTS
5. This Assignment may be
executed by the parties in separate counterparts and
by facsimile, each of which when so
executed and delivered shall be an original,
but all counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF this Assignment has been
duly executed by the parties on the
date first mentioned above.
FAIRCHILD INTERNATIONAL CORPORATION
PATCH INTERNATIONAL INC.
Per: /s/ ANISH SAMANI
Per: /s/ DAVID STADNYK
-------------------------------
-------------------------------
Authorized Signatory
Authorized Signatory
PATCH ENERGY INC.
Per: /s/ DAVID STADNYK
------------------------------------
Authorized
Signatory
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ASSUMPTION OF DEBT
THIS ASSUMPTION AGREEMENT is dated April
15, 2005.
BETWEEN:
FAIRCHILD INTERNATIONAL CORPORATION, a company incorporated
pursuant to the laws of the State of Nevada, having an office
address at Suite 600, 595 Hornby Street, Vancouver, British
Columbia, V6B 2W5
("Fairchild")
AND:
PATCH INTERNATIONAL INC., a company incorporated pursuant to
the laws of the State of Nevada, having an office address at
Suite 1220, 666 Burrard Street, Vancouver, British Columbia
V6C 2X8
("Patch")
AND:
DAVID STADNYK, executive, of Suite 1220, 666 Burrard Street,
Vancouver, British Columbia V6C 2X8
("Stadnyk")
WHEREAS:
A. Fairchild is indebted to Stadnyk
in the amount of CAD$14,316.62 (the "Debt")
and Patch has agreed to assume the Debt in
partial consideration of the
relinquishment of certain interests in oil
and gas properties by Fairchild to
Patch, as detailed below; and
B. Stadnyk has agreed to accept
Patch as debtor in the place of Fairchild.
NOW THEREFORE THIS AGREEMENT WITNESSES that
in consideration of the mutual
covenants and agreements contained herein
and other good and valuable
consideration, the parties hereto covenant
and agree as follows:
ASSUMPTION OF DEBT
1. Patch hereby
absolutely and unconditionally assumes and accepts
responsibility for the payment of the Debt
and agrees to indemnify and hold
harmless Fairchild in respect thereof.
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ACCEPTANCE OF PATCH
2. Stadnyk hereby
absolutely and unconditionally accepts Patch as debtor in
substitution for Fairchild and releases
Fairchild from any and all liability in
respect of the Debt.
CONVEYANCE
3. Fairchild hereby
conveys any and all of its interests in the Kerrobert oil
field located in Saskatchewan, Canada and
all of its interests in the Manahuilla
Creek oil field in Goliad County, Texas,
previously acquired from Patch, back to
Patch.
ENUREMENT
4. This Assignment will enure to the
benefit of and be binding upon the parties
and their respective heirs, successors and
permitted assigns.
GOVERNING LAW
5. This Assignment will be governed by and
construed in accordance with the laws
of the Province of British Columbia.
COUNTERPARTS
6. This Assignment may be
executed by the parties in separate counterparts and
by facsimile, each of which when so
executed and delivered shall be an original,
but all counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF this Assignment has been
duly executed by the
