EXHIBIT 10.7
MINERAL RIGHTS PURCHASE AND SALE AGREEMENT
THIS MINERAL RIGHTS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is
made as of the 6th day of December, 2004 (the "AGREEMENT DATE") by and among THE
BRIMSTONE CO., formerly RSB Land Co. Huntsville, Tennessee, a Tennessee general
partnership comprised of the Brimstone Trust, Xxxx X. Xxxxxxx, Xx., Xxxxxxx X.
Xxxxxxx, Xxxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxx, the Estate of Xxxx X. Xxxxxxx,
Xx., the X. X. Xxxxx Irrevocable Trust, and Xxxxxx X. Xxxxxxxxxxx, Xx.
("SELLER"), and NATIONAL COAL CORPORATION, a Tennessee corporation, and its
assigns ("BUYER").
WITNESSETH
WHEREAS, Seller is the owner in fee simple of certain mineral and
related rights located on real property in Xxxxx and Xxxxxx Counties, Tennessee,
consisting of approximately forty-four thousand four hundred sixty three
(44,463) acres, more or less, as more particularly described on EXHIBIT A
attached hereto and incorporated herein by reference (the "LAND"); said mineral,
including but not limited to the coal mineral rights, and the oil and gas
rights, and related rights (herein the "Mineral Rights") shall consist of all
minerals located under the surface of the Land, including access thereto as
provided and allowed under the Timber Deed hereafter specified, and all rights
and interests of Seller in and to the Land not previously sold to Fund 7
Domestic, LLC, pursuant to a Special Warranty Deed ("Timber Deed") dated
_______________, 2004, of record in Deed Book ______, Page ______, in the office
of the Register of Deeds for Xxxxx County, Tennessee; and
WHEREAS, Seller desires and agrees to sell the Mineral Rights to Buyer
and Buyer desires and agrees to purchase the Mineral Rights from Seller,
pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
of the parties, Seller and Buyer agree as follows:
AGREEMENT
1. PURCHASE PRICE. The purchase price for the Mineral Rights is
Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00) (the
"PURCHASE PRICE"). The Purchase Price for the Mineral Rights shall be payable as
follows:
(a) the sum of One Hundred Thousand and No/100 Dollars
($100,000.00) payable by Buyer's check or wire transfer as an xxxxxxx money
deposit for the Mineral Rights (which, together with the xxxxxxx money deposit
specified in subsection (b) below, is herein referred to as the "XXXXXXX MONEY")
to be paid upon the full execution and delivery of this Agreement by Seller and
Buyer, to be held by the Seller in an interest bearing account, as escrow agent
(the "ESCROW AGENT"), in accordance with this Agreement.
(b) the sum of Fifty Thousand Dollars ($50,000.00)
payable by Buyer's check or wire transfer as an additional xxxxxxx money deposit
for the Mineral Rights to be paid on or before December 31, 2004, and to also be
held by Escrow Agent in accordance with this Agreement.
(c) the Xxxxxxx Money shall be held pursuant to this
Agreement by the Seller, as Escrow Agent, and agrees that the Xxxxxxx Money
shall be invested in a manner acceptable to Buyer, and for all interest earned
thereon to be applied to the
Purchase Price at closing. Buyer's federal tax identification number is
00-0000000.
(d) Subject to the provisions of this Agreement, the
Xxxxxxx Money shall be applied to payment of the Purchase Price; and the balance
of the Purchase Price shall be paid at the closing of the sale of the Mineral
Rights and delivery of Seller's Deed, as defined below (the "CLOSING").
2. Seller's Deed and Assignment
A. SELLER'S DEED. Upon payment of the Purchase Price,
Seller shall execute and deliver to Buyer a special warranty deed in form
reasonably satisfactory to Buyer ("Deed"), conveying to Buyer or its nominee,
good and marketable title to the Mineral Rights, including but not limited to
any heretofore unpaid proceeds therefrom, in fee simple, free and clear of all
liens, encumbrances, covenants, restrictions, easements, rights of way, claims,
rights and other matters arising by, through or under Seller, except the
following ("PERMITTED EXCEPTIONS"):
(a) all rights, interest, and conditions specified in the
Timber Deed;
(b) public easements of record which will not materially
impair the value of the Mineral Rights or the ability of Buyer to use the same
for Buyer's intended use thereof ("Buyer's Intended Use");
(c) zoning and building laws, ordinances, resolutions and
regulations;
(d) ad valorem real estate taxes and assessments for
public improvements not then due and payable, which shall be pro-rated as of the
Closing date, and adjusted when the actual taxes for the Mineral Rights have
been allocated as between the Land and the mineral rights and assessed for the
year 2005;
(e) any other matter relating to title and reflected on
the Title Commitment (defined below) if not objected to by Buyer pursuant to the
terms of Section 6 hereof; and
(f) any title exception created directly or indirectly by
any act or omission of Buyer or its representatives, agents, employees or
invitees.
The Deed and any other documents delivered to Buyer at Closing
shall convey the Mineral Rights "as is" and there shall be no warranties express
or implied, as to the quality, quantity, and all other attributes of the Mineral
Rights. Further, although the books, records and other documentation of Seller
may be made available to Buyer, Seller does not make any warranties as to the
correctness or accuracy thereof.
B. Assignment. Upon payment of the Purchase Price, the
Seller shall execute an Assignment transferring to the Buyer all of the Seller's
right, title and interest in all oil and gas, and other contracts related to the
mineral rights on the Land.
3. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller hereby
represents and warrants to Buyer as of the Agreement Date, and hereby agrees
with Buyer that with respect to the Mineral Rights:
(a) Seller represents and warrants that it is the owner
of the Land and the related contracts.
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(b) Seller has not received written notice of any
condemnation proceedings affecting the Mineral Rights which are currently
threatened or pending.
(c) All leases or contracts affecting all or any part of
the Mineral Rights and any other party concerning the sale, conveyance, lease,
or occupancy of any interest in the Mineral Rights or any part thereof, shall be
disclosed to Buyer by Seller on or before December 15, 2004, copies of which the
Seller shall provide to the Buyer, and Buyer may terminate this Agreement within
the Inspection Period if any such leases or contracts are objected to (the
"CONTRACTS"). Seller shall assign the Contracts to Buyer at the Closing by
appropriate assignment, but "as is," without any warranties, express or implied.
(d) Seller has not received written notice of any pending
or threatened actions, suits or proceedings against or affecting the Mineral
Rights or any portion thereof, or relating to or arising out of the ownership,
operation, management, use or maintenance of the Mineral Rights, except as
specified on EXHIBIT B attached hereto. Seller shall furnish Buyer with all
information available with respect to the scheduled litigation on or before
December 15, 2004, and Buyer may terminate this Agreement within the Inspection
Period if any such litigation is unacceptable to Buyer.
(e) At Closing, Seller shall deliver to Buyer a
satisfactory written certificate complying under the Foreign Investment in Real
Property Act and the regulations thereunder ("FIRPTA"), certifying that Seller
is neither a foreign person nor subject to withholding under FIRPTA, and
containing Seller's tax identification or social security number and address.
Seller shall also furnish any affidavit reasonably required by Buyer or the
Title Company pursuant to the Patriot Act.
(f) Seller has not received written notice of any
attachments, executions, assignments for the benefit of creditors, or voluntary
or involuntary proceedings in bankruptcy or under any other debtor relief laws
contemplated or pending or threatened against Seller or the Mineral Rights.
(g) All representations and warranties made by Seller in
this Agreement are true and correct on the date made. At the Closing, Seller
shall deliver to Buyer a certificate executed on behalf of each Seller
reasonably acceptable to Buyer certifying that such representations and
warranties are true and correct on and as of the Closing Date (as defined
herein).
4. CONDITIONS PRECEDENT. Unless the following conditions are
satisfied or waived by Buyer on or before the expiration of the Inspection
Period (as defined herein), Buyer may elect to terminate this agreement, subject
to the terms of the last paragraph of this Section 4:
(a) The record title to the Mineral Rights shall be
satisfactory to Buyer.
(b) During the Inspection Period, Buyer shall have
completed a Phase I Environmental Assessment of the Mineral Rights and such
other site investigations, tests and other examinations as it shall deem
necessary or appropriate and shall have determined in its sole discretion that
no "Hazardous Substances" (as hereinafter defined) have been ever manufactured,
treated, stored, released or disposed of on, in or under the Land or any part
thereof and there are no underground storage tanks on the Land. The
environmental assessments completed for the benefit of Buyer must otherwise be
acceptable to Buyer in all respects. For the purposes of this provision
"HAZARDOUS SUBSTANCE" means and includes: (i) any hazardous, toxic or dangerous
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waste, substance or material defined as such in (or for the purposes of) the
Comprehensive Environmental Response, Compensation and Liability Act, as
amended, and any so-called superfund or superlien law, or any other federal,
state or local statute, law, ordinance, code, rule or regulation, order or
decree regulating, relating to or imposing liability or standards of conduct
concerning any hazardous, toxic or dangerous waste, substance or material, (ii)
any other chemical, material or substance, exposure to which is prohibited,
limited or regulated by any federal, state or local governmental authority
pursuant to any environmental, health and safety or similar law, code,
ordinance, rule or regulation, order or decree in effect on the Agreement Date
and which may or could pose a hazard to the health and safety of persons on or
about the Land or any adjoining real property or cause damage to the
environment, (iii) asbestos and pcbs, and (iv) petroleum in any form.
(c) Buyer shall have determined that all governmental
permits and approvals necessary for Buyer's intended use of the Mineral Rights
and the construction and operation of the necessary improvements for its
operations have or can be obtained and that the Mineral Rights are not subject
to any governmental regulations which would limit or restrict the development of
the Mineral Rights for Buyer's Intended Use in a manner satisfactory to Buyer in
its sole discretion.
The conditions precedent set forth in this Section 4 are intended
solely for the benefit of Buyer. If any of such condition(s) are not satisfied
on or before expiration of the Inspection Period (as hereinafter defined), Buyer
shall have the right, at its sole election, either to waive the condition(s) in
question by written instrument of waiver, either in whole or in part, and
proceed with the purchase or, in the alternative, terminate this Agreement by
giving Seller written notice of such election by delivering written notice to
Seller at any time on or before the expiration of the Inspection Period. If
Buyer does not provide such written notice on or before the expiration of the
Inspection Period, Buyer shall be deemed to have waived any such conditions. If
this Agreement is terminated pursuant to this Section 4, the Xxxxxxx Money and
all interest thereon shall be refunded to Buyer, and all parties shall be
released from all further liabilities and obligations under this Agreement;
provided, however that the indemnity obligations of the parties under this
Agreement shall survive termination.
5. APPROVAL OF MINERAL RIGHTS. Commencing on the Agreement Date
and continuing until January 31, 2005, (the "INSPECTION PERIOD"), Seller shall
afford Buyer and its representatives a continuing right to inspect the Mineral
Rights and to enter upon the Land and conduct engineering studies, and make
surveys at reasonable hours. Buyer shall notify Seller within a reasonable time
prior to accessing the Mineral Rights by providing the name of the person or
entity who will enter the Land to conduct an inspection or test and the date of
such inspection or test. Anyone entering the Land on behalf of Buyer shall leave
all gates in the opened or closed position, as found at the time of entry. Buyer
shall indemnify and hold Seller harmless from and against any loss, claim or
liability arising or resulting from any physical damage to the Land or injuries
to persons or property resulting from the inspections made by Buyer or Buyer's
agents or representatives. If for any reason, in Buyer's sole and absolute
discretion, Buyer is not satisfied with the Mineral Rights in any respect, then
Buyer may terminate this Agreement by delivering written notice to Seller at any
time on or before the expiration of the Inspection Period.
If Buyer terminates this Agreement pursuant to Section 4 or Section 5,
the Xxxxxxx Money shall be refunded to the Buyer by the Escrow Agent. If Buyer
closes on the purchase of the Mineral Rights, the Xxxxxxx Money together with
any interest earned thereon shall be applied to payment of the Purchase Price at
Closing. In the event the transaction contemplated by this Agreement is not
consummated, Buyer, at its
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sole cost and expense, shall restore the Land and the Mineral Rights, as nearly
as possible, to their condition prior to Buyer's tests and inspections if
changed due to such tests and inspections.
6. TITLE INSURANCE. Buyer may obtain at Buyer's expense a
commitment for an owner's policy of title insurance ("TITLE COMMITMENT") from a
title company acceptable to Buyer (the "TITLE COMPANY") within the Inspection
Period and shall provide a copy of the Title Commitment to Seller within a
reasonable time thereafter. If the Title Commitment shows either that Seller
does not have good and marketable fee simple title to the Mineral Rights, or
that there are any defects, liens, or any encumbrances or any other matters that
are not acceptable to Buyer, Buyer may notify Seller within the Inspection
Period of same. By not later than February 20, 2005, (the "CURE PERIOD"), Seller
shall have taken and completed all actions as are necessary to (A) render the
title to the Mineral Rights marketable and in accordance with the foregoing
requirements and/or (B) remove any such defects, liens and encumbrances, except
for any monetary liens which Seller shall pay at Closing and provide Buyer
satisfactory evidence of payment and release. If Seller fails within the Cure
Period to (a) eliminate any such defects, liens and encumbrances, and (b) obtain
an endorsement deleting such matters as exceptions in the Title Commitment and
the title policy, Buyer shall have the option to accept the status of the title
subject to such defects, liens or encumbrances and other matters and proceed
with this Agreement, or give Seller written notice of termination on or before
the date five (5) days after expiration of the Cure Period, in which event the
Xxxxxxx Money and interest thereon shall be refunded to Buyer and this Agreement
shall terminate and Buyer shall be released of all liabilities and obligations
under this Agreement; provided, however that the indemnity obligations of the
parties under this Agreement shall survive termination.
7. SURVEY. Within sixty (60) days following the Agreement Date,
Buyer may, at its sole cost and expense, obtain a survey of the Land that shall
delineate the exact boundary lines of the Land. Said metes and bounds
descriptions shall then become a part of this Agreement without the necessity of
any further action by any party hereto, and, in addition to the Deed required
above, which shall be based upon the descriptions in the vesting deeds to
Seller, said metes and bounds description for the Mineral Rights shall be used
in a quitclaim deed to be delivered from Seller to Buyer at Closing. Buyer shall
notify Seller of any objections to survey matters within the Inspection Period.
8. CLOSING DATE. If Buyer has not terminated this Agreement in
accordance with Sections 4, 5 or 6 above, then delivery of Seller's Deed and all
other closing documents to be delivered by Seller to Buyer and payment of the
balance of the Purchase Price, in accordance with the provisions of Section 1
hereof, shall be made on or before February 28, 2005 ("Closing Date"). The
parties shall close the purchase of the Mineral Rights at the office of
Tennessee Valley Title Company in Knoxville, Tennessee. Seller shall pay the
cost of preparing the Deed and one-half of the costs of the Title Company for
conducting Settlement Buyer shall pay the Tennessee conveyance tax applicable to
the Deed and shall pay one-half of the costs of the Title Company for conducting
Settlement. In addition the Buyer shall pay for Buyer's owner's title insurance
policy. Buyer shall also pay for any survey. Any transfer or recording taxes and
fees associated with any loan, deed of trust or mortgage obtained by Buyer shall
be the sole responsibility of Buyer. Seller shall pay recordation charges
incurred in recording any documents necessary to remove any title objections or
encumbrances. Each party shall pay its own attorneys' fees and for any other
obligations incurred by such party.
9. POSSESSION. Exclusive possession of the Mineral Rights,
subject to the
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reservation of mineral rights and access thereto, as specified in the Deed,
shall be given to Buyer on the date of Closing.
10. REAL ESTATE TAXES. Prior to the Closing, Seller shall pay all
real estate taxes which became a lien prior to the calendar year of the Closing
and all assessments for public improvements, general and special. The real
property taxes and assessments on the Mineral Rights for the calendar year of
the Closing shall be prorated (based on a 365-day year) as of the date of
Closing in accordance with the custom of XXXXX COUNTY, TENNESSEE. If the taxes
to be prorated cannot be determined, an adjustment for prorated real estate
taxes will be made by agreement of the parties once the necessary information
has been made available by the taxing authorities, based on the principle of
proration stated in the preceding sentence.
11. ACCESS TO MINERAL RIGHTS AND SELLER' COOPERATION. At all times
prior to the Closing and subject to the provisions of Section 5 above, Buyer
shall have the right to enter upon the Land for the purposes of conducting
environmental and engineering studies and investigations, surveys, planning and
other testing and exploration work necessary or appropriate to formulate plans
for Buyer's Intended Use; provided that Buyer, at its sole cost and expense,
shall restore the surface of the ground as nearly as possible to its original
condition. Seller agrees to cooperate with and assist Buyer in connection with
Buyer's efforts to satisfy all conditions precedent to its obligation to
purchase the Mineral Rights and comply with all reasonable requests of Buyer
and, to cooperate with Buyer's efforts to obtain any governmental permits and
approvals required by Buyer; provided, however, Seller shall not be responsible
for any costs and/or expenses associated therewith, nor shall Seller be
obligated to attend hearings or meetings in connection therewith.
12. NOTICES. Any notice or other writing required or permitted to
be given to a party under this Agreement shall be given in writing and shall be
(i) delivered by hand or (ii) delivered through the United States mail, postage
prepaid, certified, return receipt requested, or (iii) delivered through or by
UPS, Federal Express, Express Mail, Airborne, Xxxxx, Purolator or other
expedient mail or package service, addressed to the parties at the addresses set
forth below. Any notice or demand that may be given hereunder shall be deemed
complete; (a) upon depositing any such notice or demand in the United States
mail with proper postage affixed thereof, certified, return receipt requested;
(b) upon depositing any such notice or demand with UPS, Federal Express, Express
Mail, Airborne, Xxxxx, Purolator, or other expedient mail or package delivery,
or (c) upon hand delivery to the appropriate address as herein provided. Any
party hereto may change said address by notice in writing to the other parties
in the manner herein provided. The appropriate address for notice hereunder
shall be the following:
Seller: The Brimstone Co.
X.X.Xxxxx, Managing Partner, and Xxx X.
Xxxxxxxxxx, Xx.
c/o Stansberry, Petroff, Xxxxxx & Xxxxxxx
0 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX
Buyer: National Coal Corporation
0000 Xxxxxx Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xxx X. Xxx, President
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With a copy to: Xxxxxxx X. Xxxx, General Counsel
National Coal Corporation
0000 Xxxxxx Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
13. REMEDIES.
(a) In the event that Buyer terminates this Agreement
pursuant to Sections 4, 5, or 6 hereof, neither Seller nor Buyer shall have any
rights, claims or liabilities hereunder, at law or in equity, or otherwise with
respect to the Mineral Rights or any of the agreements set forth herein and the
Escrow Agent shall deliver the Xxxxxxx Money, together with interest earned
thereon, to Buyer, and all parties shall be released of all liabilities and
obligations hereunder; provided, however, that the indemnity obligations of the
parties under this Agreement shall survive such termination.
(b) If this Agreement has not been terminated in
accordance with any of its provisions at or prior to Closing and Seller fails to
close the purchase at Closing or otherwise breaches this Agreement, the Escrow
Agent shall deliver the sum of the Xxxxxxx Money together with all interest
earned thereon, to Buyer, and Buyer may seek such remedies at law or in equity
as may be available to Buyer, including the right of specific enforcement.
(c) If this Agreement has not been terminated in
accordance with any of its provisions at or prior to Closing and Buyer fails to
close the purchase and pay the balance of the Purchase Price at Closing, the
Escrow Agent shall deliver the sum of the Xxxxxxx Money, together with all
interest earned thereon, to Seller, which sum shall be Seller's full liquidated
damages, the parties hereby agreeing that such sum constitutes the parties'
reasonable estimate of the damages which Seller would sustain on account of such
default by Buyer and that Seller's actual damages in such circumstances would be
difficult, if not impossible, to determine, and therefore, the parties hereby
fix such amount as liquidated damages. Seller expressly acknowledges and agrees
that the delivery of the Xxxxxxx Money together with interest earned thereon,
shall be Seller's sole and exclusive remedy at law or in equity in the event of
Buyer's failure to perform its obligations hereunder.
14. BROKERS. Buyer and Seller each represent and warrant to the
other that no agent, broker or finder has acted for them in connection with this
Agreement. Buyer and Seller each shall indemnify, defend and save the other
harmless from and against any claims for brokerage commissions or finders fees
resulting from a breach of the foregoing representations and warranties.
15. AGREEMENT DATE. "Agreement Date" shall mean the date on which
this Agreement is executed by the last party to sign this Agreement.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between Seller and Buyer and no amendment or modification of this
Agreement may be made except by an instrument in writing signed by all parties.
17. VENUE. This Agreement is made and entered into in XXXXX
COUNTY, TENNESSEE, and the interpretation and enforcement of same shall be
governed by and
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construed in accordance with the laws of the State of Tennessee. Venue for any
judicial proceeding involving this Agreement shall be in XXXXX COUNTY,
TENNESSEE, each party hereto specifically waiving privilege of venue.
18. WAIVER OF JURY TRIAL. In the event of any action or
proceeding, (including without limitation, any claim,
counterclaim, cross-claim or third party claim) arising out of
or, relating to this Agreement, or the transaction
contemplated by this Agreement (i) the prevailing party shall
be entitled to recover all of its costs and expenses,
including a reasonable attorneys' fees and costs, and (ii) a
court shall determine all issues of law and fact, a jury trial
being expressly waived.
19. TIME OF THE ESSENCE. Time is declared to be of the essence of
this Agreement.
20. MISCELLANEOUS.
(a) This Agreement shall constitute a binding contract
between Seller and Buyer and shall be binding upon and inure to the benefit of
the respective successors and assigns of Seller and Buyer. Buyer shall have the
right at any time to assign, in whole or in part, its rights under this
Agreement to any party or parties ("Permitted Assignee(s)"). Seller may assign
its rights to receive the proceeds of sale, subject to the terms of this
Agreement, to a third party; but Seller shall not convey a fee simple interest
in the Mineral Rights without Buyer's written consent. Promptly after any such
assignment(s) by Buyer, Buyer will furnish Seller with an executed copy of the
assignment and thereafter the word "Buyer" as used in this Agreement shall be
deemed to mean the Permitted Assignee(s) under such assignment. Only the
representations, warranties and agreements contained in documents signed in
connection with the closing of the sale shall survive the closing.
(b) Severability. In the event any one or more of the
provisions contained in this Agreement are held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had not been
contained herein.
(c) Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which when taken together shall constitute one and the same instrument.
(d) Contracts. After the execution of this Agreement,
Seller shall not enter into any further agreements with any third parties with
respect to the Mineral Rights, including any further timber contracts, and any
existing timber contracts shall be listed on Schedule 3(c) of this Agreement.
Buyer agrees to honor any scheduled timber agreements, and shall be entitled to
all payments due thereunder. All Contracts shall be assigned to Buyer at
Closing.
(e) Records. From and after the date of execution of this
Agreement, the Seller shall make available to the Buyer all records in Seller's
possession that are available to Seller with respect to the Mineral Rights. Such
records shall be made available at the offices of Seller. Buyer shall have the
right to make copies of any such records.
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, the parties hereto by their authorized
representatives have executed this Agreement as of the dates listed below their
respective signatures.
SELLER:
THE BRIMSTONE CO., formerly RSB Land Co. Huntsville,
Tennessee, a Tennessee general partnership
By: /s/ X.X. Xxxxx
------------------------------------------------
X.X. Xxxxx, Managing Partner
Date Signed:
----------------------------------------
BUYER:
NATIONAL COAL CORPORATION, a Tennessee Corporation
By: /s/ Xxxxxxx X. Xxxx
------------------------------------------------
Xxxxxxx X. Xxxx, Senior Vice President
Date Signed:
----------------------------------------
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ESCROW AGENT
The undersigned joins herein for the purpose of agreeing to serve as
Escrow Agent, subject to the provisions of this Agreement.
The Brimstone Company
By:
-----------------------------------------------------
Printed Title:
------------------------------------------
Date Signed:
--------------------------------------------
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EXHIBIT A
DESCRIPTION OF THE LAND
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EXHIBIT B
LAWSUITS
1. Lawsuit with L.A. Newport regarding approximately 8-10 acres.
2. Partition lawsuit with regarding Xxxxxx Heirs Trace (Xxxxxx Heirs own
.2% and Seller owns .8% of approximately 600-700 acres.
NOTE: Documentation of each of these matters will be provided to Buyer.
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