**Exhibit 10.84**

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**STOCKACQUISITION AGREEMENT**

 

 

Thisagreement is made and entered into by and between NewCorp Resources ElectricCooperative, Inc., (formerly New West Resources, Inc.) sometimes hereinafterreferred to as “Shareholder”, United Fuel and Energy Corporation, hereinaftersometimes referred to as “United”, and joined by its subsidiariesEddins-Walcher Company, hereinafter sometimes referred to as “EWC” and Three DOil Co. of Kilgore, Inc., hereinafter sometimes referred to as “Three D” andThomas E. Kelly, hereinafter sometimes referred to as “Kelly”.

# **RECITALS:**

WHEREAS, Shareholder presently owns sixteenpercent, being one hundred sixty (160) shares of common stock, of theoutstanding shares of common stock of United Fuel & Energy Corporation, aTexas corporation; and

WHEREAS,Shareholder has acquired rights pursuant to a Warrant Agreement betweenShareholder, Kelly, Richard C. Skillern, and United, whereby Shareholder isentitled to acquire an additional four percent (4%) of the outstanding shares ofCommon Stock of United and Kelly, Richard C. Skillern, and United are obligatedto transfer said shares to Shareholder if Shareholder should exercise itsoption granted to it under the Warrant Agreement; and

WHEREAS,United and its subsidiaries, EWC and Three D have completed a refinancing oftheir existing debt structure with CIT Business/Group Credit, Inc., WashingtonMutual Bank, FA, and First American Bank, SSB; and

WHEREAS, Kelly desires to acquire all of theshares of the common stock of the Shareholder in United pursuant to the termsand conditions herein; and

WHEREAS, the Shareholder desires to sell allof its shares of common stock in United to Kelly pursuant to the terms andconditions of this Agreement.

NOW THEREFORE, for and in consideration ofthe mutual covenants and conditions hereinafter set forth, the parties heretoagree as follows:

 

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*StockAcquisition Agreement by and between NewCorp Resources Electric Cooperative,Inc., Thomas E. Kelly, United Fuel & Energy Corporation, Eddins-WalcherCompany and Three D Oil Co. of Kilgore, Inc*

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**I.**

Shareholder hereby agrees to sell all of itsshares of common stock in United, being one hundred sixty (160) shares ofcommon stock, to Kelly for and in consideration of one million three hundredthousand dollars ($1,300,000.00).  Said$1,300,000.00 shall be paid in the following manner:

On Closing Date (as specified herein), Kellywill deliver to Shareholder a promissory note in the amount of one millionthree hundred thousand dollars ($1,300,000.00) which will bear interest at arate of six percent (6%) per annum and will be payable in the following manner:from Closing Date, interest will be payable quarterly  until Payment Date (as defined below) and on the PaymentDate  Kelly will pay to Shareholder thesum of five hundred thousand ($500,000.00) plus any accrued unpaid interest andthe remaining principal balance of the promissory note (being eight hundredthousand dollars ($800,000.00)) will be paid by Kelly to Shareholder in threeannual installments of two hundred sixty-six thousand six hundred sixty-sixdollars and sixty-six cents ($266,666.66) each plus accrued interest with thefirst installment being due and payable one (1) year  from the Payment Date; Payment Date is defined as the first tooccur of (i) sixty (60) days after the completion of a reverse merger of Unitedand its subsidiaries into a publicly held corporation or (ii) twenty-four (24)months from Closing Date.  The partiesagree that Kelly may prepay the promissory note at any time without penalty.

The parties hereto acknowledge that the onehundred sixty shares of stock being purchased by Kelly from Shareholder hasbeen pledged by Shareholder as collateral for the indebtedness of EWC and ThreeD to CIT Business/Group Credit, Inc. and Washington Mutual Bank, F.A.  If not a violation of the loan agreementsbetween United, EWC, and Three D with CIT Business/Group Credit, Inc. and/orWashington Mutual Bank, F.A., upon the purchase of said shares of stock fromShareholder, Kelly will pledge said shares to Shareholder as collateral for thepromissory note described hereinabove. Any pledge of collateral executed by Kelly to Shareholder shall besubordinate to the current liens of CIT Business/Group Credit, Inc. andWashington Mutual Bank, F.A.

 

 

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**II.**

The parties hereto understand andacknowledge that Kelly has presently contracted with Richard C. Skillern(“Skillern”) to purchase all of the shares of stock owned by Skillern in Unitedand with the execution of this Agreement by Shareholder and United, Kelly willhave a right to acquire all of the issued and outstanding shares of stock ofUnited not presently owned by Kelly.

Shareholder further acknowledges that Unitedhas entered into negotiations with consultants whereby United may complete areverse merger and become a public corporation in the near future.  Shareholder understands that if United iscapable of completing its reverse merger, that its shares of stock presentlyowned by Shareholder could possibly be valued well in excess of the one millionthree hundred thousand dollars ($1,300,000.00) being paid by Kelly toShareholder.

**III.**

At the closing and as a condition precedentto the consideration of being paid by United to Shareholder, Shareholder shallcause stock certificates duly endorsed in blank or accompanying Stock Powersduly endorsed in blank representing its 160 shares of common stock of Unitedbeing sold hereunder to be delivered to Kelly, and will execute a releaseterminating all of its rights pursuant to the Warrant Agreement describedherein to acquire additional common stock in United.

**IV.**

Shareholder further understands and agreesthat as an additional condition precedent to closing, that Shareholder shallobtain a resignation of David Pruitt as a member of the Board of Directors ofUnited at the time of closing and submit said resignation to United.

**V.**

Kelly and United do hereby agree that by thePayment Date that they will use their best efforts to have Shareholder and itsparent company, Cap Rock Energy Corporation (“Cap Rock”) released from allliabilities and guaranties issued by either Shareholder and/or Cap Rock toWashington Mutual Bank, F.A. on the three million and five hundred thousanddollar ($3,500,000.00) term note executed by EWC and Three D 

 

 

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to WashingtonMutual Bank, F.A. effective as of October 1, 2003, which note is to mature onSeptember 30, 2004.

**VI.**

For and in consideration of the monies paidherein Shareholder does hereby agree at closing to execute a release that fullyreleases, remises, quit claims and forever discharges United, Kelly, EWC, ThreeD and their agents, employees, officers, directors, legal counsel and all otherpersons, firms or corporations in privity with the released parties whatsoever(the “Released Parties”), of and from all claims, demands or causes of actionin any way related to losses or damages sustained by Shareholder as a result ofthe Released Parties actions or omissions to act in relation to theirownership, directorship, management, or operation of United, EWC, Frank’sFuels, Inc. and/or Three D; said causes of action and claims being past andpresent, whether known or unknown, which might allegedly be asserted in a lawsuit against the Released Parties and/or Shareholder, and shall include any andall losses sustained or that could be sustained by Shareholder which includeall legal fees and court costs associated with such loss.

Shareholder and United do hereby agree toexecute such release of liability in a form satisfactory to both Shareholderand United and their legal counsel.

**VII.**

For and in consideration of the sale ofShareholder’s ownership interest in United to Kelly, United and itssubsidiaries, EWC and Three D, and Kelly do hereby agree to execute at closinga release that fully releases, remises, quit claims and forever dischargesShareholder and its agents, officers, directors, employees, legal counsel andall other persons, firms, or corporations in privity with the released partieswhatsoever (the “Released Parties”), of and from any and all claims, demands,and causes of action in any kind and in any way related to losses or damagessustained by United, Kelly, EWC and Three D, as a result of the ReleasedParties acts or omissions to act in its ownership, directorship, management andoperations of United, EWC, Three D and/or Frank’s Fuels, Inc.; said causes ofaction and claims being past and present, whether known or unknown, which mightallegedly be asserted against Released Parties and/or United and/or itssubsidiaries and Kelly; said release shall include any and all losses

 

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sustained byUnited and/or its subsidiaries and Kelly which includes all legal fees andcourt costs associated with such loss.

**VIII.**

The closing on the sale of stock fromShareholder to Kelly shall take place on or before March 31, 2004 (“ClosingDate”) at the law offices of RUSH, KELLY, MORGAN, DENNIS, CORZINE & HANSEN,P.C., 4001 E. 42nd Street, Suite 200, Odessa, Texas 79762 or at suchother time and place as may be mutually agreed upon by the parties hereto.  Kelly hereby agrees to allow Shareholder toextend closing until April 30, 2004 if Shareholder notifies Kelly in writing ofits desire to extend said closing on or before March 29, 2004.

**IX.**

This Agreement shall be binding on and inureto the benefit of the parties hereto and their respective heirs, executors,administrators, successors and assigns.

**X.**

This Agreement may be enforced in accordancewith the laws of the State of Texas and venue shall lie in Midland, MidlandCounty, Texas.

**XI.**

This Agreement sets forth the entireAgreement of the parties hereto and it may not be amended or modified withoutthe express written consent of all parties hereto.

EFFECTIVE AS OF March 18, 2004.

 

SHAREHOLDER:

                                                                                NewCorpResources Electric Cooperative, Inc.,

 

 

 
|   |   |   | By: | /s/  David W. Pruitt |
|--------|--------|--------|-----|----------------------|

 

 

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|   |   |   | UNITED:                               |
|--------|--------|--------|---------------------------------------|
|   |   |   | United  Fuel & Energy Corporation |
|   |   |   |                                  |   |   |
|   |   |   | By:                                   | /s/  Thomas E. Kelly |
|   |   |   |                                  |   |   |
|   |   |   | ***SUBSIDIARIES:***                   |
|   |   |   | EWC:                                  |
|   |   |   | Eddins-Walcher  Company               |
|   |   |   |                                  |   |   |
|   |   |   | By:                                   | /s/  Thomas E. Kelly |
|   |   |   |                                  |   |   |
|   |   |   | THREE  D:                             |
|   |   |   | Three  D Oil Co. Of Kilgore, Inc.     |
|   |   |   |                                  |   |   |
|   |   |   | By:                                   | /s/  Thomas E. Kelly |
|   |   |   |                                  |   |   |
|   |   |   | KELLY:                                |
|   |   |   |                                  |   |   |
|   |   |   |                                  | /s/  Thomas E. Kelly |
|   |   |   |                                  | Thomas  E. Kelly |   |

 

 

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