1
EXHIBIT 6.14
[XXXXXXX RESOURCES COMPANY LETTERHEAD]
April 26, 2000
Xxxxxxxxxx Petroleum, Inc.
965 One Energy Square
0000 Xxxxxxxxxx Xxx.
Dallas, TX 75206
Attn: Xx. Xxxxxxx X. Xxxxxxxxxx
EXCHANGE AGREEMENT
Parties
XxXxxxx Resources Company, Inc. (XXXX)
Xxxxx X. XxXxxxx (JPM)
Xxxxxxx X. Xxxxxxxxxx (MEM)
Effective Date
May 1, 2000
Closing
On or before May 10, 2000 in Dallas, Texas
JPM is the owner of both common and preferred shares of MCGR
and serves as its President and Chairman. XXX is the owner of certain
oil and gas properties, more particularly described in Exhibit A
attached hereto.
MCGR is a publicly-traded oil and gas company which owns (1)
certain oil and gas properties including but not limited to those
described in Exhibit B attached hereto: (2) certain office equipment
located at 000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX
00000; (3) certain Certificates of Deposit (used as plugging bonds)
totaling $35,000 in face value; (4) certain bank accounts as described
in Exhibit C attached hereto; (5) certain brokerage accounts as
described in Exhibit D attached hereto; (6) all of the stock of MCGR
Holdings Company, Inc.; (7) all of the stock of MCGR Operating Company,
Inc.; and (8) other assets, whether included or not in the foregoing
recitals. MCGR also has the liabilities listed on its audited financial
statement attached as Exhibit E hereto, including but not limited to a
bank debt of approximately $4,000,000 to Compass Bank; certain vendor
debts of approximately $80,000; a debt of approximately $174,137 to
JPM; and a contingent liability arising from a Kansas lawsuit styled as
McC Oil Company v. Texcal Oil Inc. & XxXxxxx Resources Company, Inc.
and a lawsuit for less than $15,000 for a disputed vendor debt in Tulsa
County, Oklahoma.
MEM has agreed at closing to deliver to JPM $100,000 cash in
exchange for 1,666,666 shares of MCGR preferred stock, restricted per
Rule 144 (convertible to 10 million shares of MCGR common stock).
XXXX agrees at closing to deliver to JPM (1) all of the
stock, receivables, assets and liabilities of MCGR Operating Company,
Inc.; and (2) all of the furniture, office equipment, supplies, etc.
located at 000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX. In
consideration thereof JPM agrees at closing to (a) assume XXXX's office
2
lease, as well as any equipment leases in effect at that time for
equipment located on XXXX's office premises; and (b) forgive the
outstanding debt of $174,137.
XXX agrees at closing to deliver to XXXX all of the assets
listed on Exhibit A attached hereto. XXXX agrees at closing to deliver
to MEM 1,000,000 shares of MCGR common stock, restricted per Rule 144
of the Securities Act of 1937.
In addition, at closing JPM agrees to resign as President and
Chairman of XXXX and will recommend MEM to the Board of Directors as
his replacement. JPM, subject to approval of the shareholders, will
remain as a Director of XXXX.
JPM also agrees to deliver to MEM at closing a proxy allowing
MEM to have voting rights for any shares owned by JPM.
It is recognized that the MCGR Board of Directors may decide
to alter the capital structure of its company at any time. If such
splits, reverse splits or other restructuring of MCGR's capital
structure occur, all the covenants herein shall be proportionately
adjusted to such restructuring.
XXXX and JPM represent to MEM that:
1. No other person or persons have any claim, right, title,
interest, or lien in, to, or on JPM's stock which is to be
exchanged to MEM.
2. MCGR is a corporation duly organized, validly existing,
and in good standing under the laws of Utah and is
qualified to do business in the states in which MCGR owns
properties. MCGR has all the requisite power and authority
to own, operate and carry on its business as now being
conducted.
3. XXXX has no undisclosed interest in any other corporation,
partnership, firm or business other than those disclosed
to MEM.
4. All federal, state, local, ad valorem, excise, sales, use,
payroll, unemployment, and other taxes and assessments
that are due and payable by MCGR have, to the best of
JPM's knowledge, been properly computed, duly reported,
fully paid and discharged, or shall be at the time of
Closing.
5. MCGR is not in default or in violation of any law,
regulation, court order, or order of any federal, state,
municipal, or other governmental instrumentality that
would materially adversely affect its business.
6. There are no undisclosed pending, outstanding, or
threatened claims, legal, administrative, or other
proceedings; or suits, investigations, inquiries,
complaints, notices of violation, judgments, injunctions,
orders, directives, or restrictions against or involving
MCGR or any of the assets, properties, or business of MCGR
or any of MCGR's officers, directors, employees, or
stockholders to the best of JPM's knowledge that will
materially adversely affect MCGR, its assets, properties,
or business.
7. The undersigned have full power and authority to execute,
deliver, and/or consummate this Agreement on behalf of
XXXX. All reports and returns required to be filed with
any government and regulatory agency with respect to this
transaction have been properly filed. Except as otherwise
disclosed in this Agreement, no notice or approval by any
other person, firm or entity,
3
including governmental authorities, is required to
consummate the transaction contemplated by this agreement.
Within 30 days after closing MEM and XXXX agree that the name
of XXXX will be changed so that the name "XxXxxxx" is not included or
part of the new name of the company.
MEM may terminate this agreement at any time before closing
without penalty and such termination shall not be cause for damages,
real or liquidated.
The terms of this agreement are to be held confidential. No
information, other than the terms released by XXXX to the public shall
be released by any party at any time to anyone without the consent of
all the parties hereto.
The foregoing terms and conditions reflect the agreement of
the undersigned parties on this 26th day of April, 2000.
XxXxxxx Resources Company, Inc. (MCGR)
/s/ X.X. XXXXXX, XX.
--------------------------------------
X.X. Xxxxxx, Xx., Secretary
/s/ XXXXXXX X. XXXXXXXXXX
--------------------------------------
Xxxxxxx X. Xxxxxxxxxx (MEM)
/s/ XXXXX X. XXXXXXX
--------------------------------------
Xxxxx X. XxXxxxx (JPM)
