EXHIBIT 10.12
BLACK WARRIOR WIRELINE CORP.
X.X. Xxxxxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000
(000) 000-0000
Fax: (000) 000-0000
September 20, 1996
Pangaea Investment Consultants, Ltd.
00 Xxx-xx-xxxxx Xxxx - Xxxxx 000
Xxxxxxxx, XX 00, Xxxxxxx
Re: BLACK WARRIOR WIRELINE CORP. (THE "COMPANY")
REORGANIZATION AGREEMENT DATED NOVEMBER 22, 1995
(THE "REORGANIZATION AGREEMENT")
Dear Sirs:
1. Reference is made to the above Reorganization Agreement. You
herewith confirm that, as of the date hereof, you hold $-0- principal amount of
the Company's indebtedness (the "Indebtedness") owing to you. As provided in
Section 4 of the Reorganization Agreement, concurrently with executing this
letter agreement in the space provided below, you transfer and assign to the
Company such Indebtedness in exchange for -0- shares (one (1) share for each $2
of Indebtedness exchanged) of the Company's duly issued, fully paid and
non-assessable shares of Common Stock. Such shares are issued to you in reliance
upon the exemption from registration contained in Section 3(a)(9) of the
Securities Act of 1933 (the "Act"), as amended, and on the basis that it is
understood that such Indebtedness has been held by you since 1991, it is
understood and agreed that such shares may be immediately resold by you pursuant
to an exemption from the Act.
Pangaea Investment Consultants, Ltd.
September 20, 1996
Page 2
You further represent and warrant to the Company as follows:
(i) the Indebtedness exchanged pursuant to the Reorganization
Agreement and this letter agreement constitutes all of the
Indebtedness of the Company held by you;
(ii) you, by your signature hereto, release, discharge and forgive the
Company from any claim for the payment of interest and penalties on
the Indebtedness accruing to the date hereof;
(iii) you release and discharge the Company from any and all claims,
liabilities, and all other obligations whatsoever, contingent or
otherwise, accruing to or held by you at any time up to and including
the date hereof, except for the obligations of the Company expressly
set forth herein; and
(iv) with the delivery of shares of stock to you pursuant hereto, all
of the Company's obligations to you pursuant to Section 4 of the
Reorganization Agreement shall have been fulfilled to your
satisfaction.
2. Reference is further made to Section 5 of the above Reorganization
Agreement. This letter is to confirm the understanding and agreement between you
and the Company that Section 5 of the Reorganization Agreement is herewith
amended to provide that in lieu of the issuance of the Class A Warrants
described therein, you shall receive one (1) share of the Company's Common
Stock, par value $.0005 per share, for each three (3) Class A Warrants you are
entitled to receive pursuant to Section 5 or an aggregate of 13,125 shares of
Common Stock. The issuance of shares of the Company's Common Stock to you in
accordance with the foregoing and the issuance of the Class B Warrants in
accordance with Section 5 of the Reorganization Agreement shall fulfill all of
the Company's obligations to you under Section 5. Only whole shares of Common
Stock shall be issued. It is understood that such shares are "restricted
securities" under the Act and are "Securities" as defined in Section 7 of the
Reorganization Agreement and all of the
Pangaea Investment Consultants, Ltd.
September 20, 1996
Page 3
representations, warranties, covenants and agreements you made contained in
Section 7 shall be applicable to such shares as if such shares were Securities.
3. Reference is made to the Conditions set forth in Section 9 of the
Reorganization Agreement. It is understood and agreed that such Conditions are
amended as follows:
(a) As to Section 9.2: It is understood that Messrs Cahn, Hoffman,
Xxxxxxxxx and B. and E. Deeds have not executed the Reorganization
Agreement. Section 9.2 is amended to provide as follows:
"Messrs. Cahn, Hoffman, Xxxxxxxxx and B. and E. Deeds
shall exchange all of their 14% Debentures for shares of
Common Stock on such terms as are mutually agreed between
such persons and the Company and forgive all claims for
the payment of interest and penalties on such
indebtedness, and Messrs. Xxxx, Xxxxxxx and Xxxxxxxxx
shall (i) dismiss the Lawsuit (as defined in the
Reorganization Agreement) with prejudice, and (ii) assign
to the Company and the Company shall acquire from Messrs.
Xxxx, Xxxxxxx and Xxxxxxxxx all claims related to the
issuance of the 14% Debentures held by Messrs. Xxxx,
Hoffman, Silverman, including, but not limited to, the
claims held by Messrs. Xxxx, Xxxxxxx and Xxxxxxxxx
against MidTex Corp., Xxxx Xxxxxx and Xxxxx Xxxxxxxx."
(b) As to Section 9.3: Messrs. Xxxxxxxx, Xxxxx and Mr. and Xxx. Xxxx
may amend the terms of the supplemental agreements between them and
the Company to contain such terms as are mutually acceptable.
(c) As to Section 9.4: Such private offering may be made for such
number of shares as the Company may determine at $1.25 per share with
the net proceeds to be used for such purposes as the Company may
determine.
Pangaea Investment Consultants, Ltd.
September 20, 1996
Page 4
If you are in agreement with the foregoing, please sign and return this
letter whereupon it shall be an agreement between us.
Very truly yours,
Black Warrior Wireline Corp.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx, President
Agreed and accepted:
Pangaea Investment Consultants, Ltd.
By: /s/ X.X. XxXxxx, Xx.
---------------------------------
X.X. XxXxxx, Xx., President & CEO
