BUFFALO MANAGEMENT LLC
Exhibit 10.6
BUFFALO MANAGEMENT LLC
000 Xxxxx Xxxxxxxxxx Xxxxxx, #000
Los Angeles CA 90049
February 11, 2011
000 00xx Xxxxxx, Xxxxx 0000 Xxxxx
Denver CO 80202
Attention: Xxxxxxx Xxxxx
Dear Xxx:
This letter confirms our agreement with respect to fees owed to Buffalo Management LLC ("Buffalo") pursuant to the Second Amended and Restated Management Services Agreement (the "Agreement") dated as of January 6, 2011 between Buffalo and Prospect Global Resources Inc. ("Prospect"). Upon the anticipated closing of the merger transaction (the "Merger") between Prospect and Triangle Castings, Inc. ("Triangle"), Prospect will owe Buffalo $935,000 (the "Accrued Obligation") pursuant to the Agreement, calculated as follows:
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Accrued monthly Consulting Fees of $140,000
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Accrued monthly Office Reimbursement of $35,000
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Acquisition Fee of $110,000 for the American West Potash investment
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Public Company Transaction Fee of $650,000 for the Triangle transaction
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Buffalo agrees to accept, as payment in full of the Accrued Obligation, 1,516,667 shares of Triangle's common stock upon consummation of the Merger. Except as modified hereby, the Agreement remains in full force and effect.
[Signature Page Follows]
| Sincerely, | |||
| BUFFALO MANAGEMENT LLC | |||
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By:
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/s/ Xxxx Xxxxxxxxxx | |
| Xxxx Xxxxxxxxxx, Manager | |||
| Accepted and Agreed: | |||
| PROSPECT GLOBAL RESOURCES INC. | |||
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By:
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/s/ Xxxxxxx Xxxxx | |
| Xxxxxxx Xxxxx, President | |||
