LETTER OF INTENT
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PURCHASER: Able Energy, Inc.
SELLERS/COMPANY: All of the shareholders owning 100% of the issued and
outstanding stock of the following companies:
PHS Group, Inc.
Somerset Oil Inc.
Somerset Refinery, Inc.
South Kentucky Purchasing, Inc.
Somerset Environmental Services, Inc.
(hereinafter the "Companies")
TRANSACTION: Purchase of all of the issued and outstanding shares of
the Companies in exchange for the Purchase Price
PURCHASE PRICE: $19.5 Million total Purchase Price - plus the assumption
of approximately 10.5 Million Dollars in total debt of
the Companies/Sellers paid as follows:
a. $200,000 deposit paid on Contract signing
b. 8.8 Million Dollars paid at Closing plus
c. Assumption of 10.5 Million Dollars in the
Companies/Seller's debt
d. All commission to be paid by the Sellers
CLOSING: Thirty (30) days after Contract signing
DUE DILIGENCE: Purchaser shall have sixty (60) days from the execution
of this Letter of Intent to conduct due diligence of the
Companies. Sellers shall fully cooperate in the due
diligence process. During said due diligence period,
Sellers will not directly or indirectly solicit and/or
accept other offers for the sale of their stock or the
assets of the Companies or place any lien or encumbrance
on said stock or assets outside of the normal course of
business. Accordingly, the intent of the parties is to
provide Purchaser with an exclusive sixty (60) day
period within which to conduct due diligence and upon
the conclusion of said due diligence, a reasonable
period of time to enter into a definitive agreement with
Sellers for the acquisition of the Companies
stock/Interest.
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Purchaser shall enter into the Confidentiality and
Nondisclosure Agreement attached hereto prior to Sellers
providing any documents or information to Purchaser.
DEFINITIVE
DOCUMENTS: The Parties shall execute a Definitive Purchase and Sale
Agreement for the stock containing such customary
representations and warranties as transactions of this
type require which shall include, but not limited to,
satisfactory conditions precedent to the obligations of
the parties to complete the transactions, satisfactory
representations, warranties and covenants and
indemnification provisions for the protection of the
Purchaser, non-compete, exclusivity as well as stock to
be free and clear of all liens and encumbrances.
The Definitive Agreement shall, among other things,
provide:
a- There shall be no liabilities owed by the
Company except as provided on the audited
financial statements of each selling Company.
b- Accounts receivable for the period prior to
closing shall belong to Purchaser.
c- All Intellectual Property/all software to be
part of Contract of Sale as assets of Sellers.
d- Approval of Board of Directors of Purchasers of
the proposed transaction.
EMPLOYMENT
AGREEMENTS: The Purchaser will offer Xxxxxxx X. Xxxxx., President
two (2) year employment agreements on terms to be agreed
upon.
BROKER: Liquid Energy, Inc. to be paid Seller.
Please execute in the space provided below if the above terms are agreed to by
the respective parties hereto.
PURCHASER: SELLERS:
ABLE ENERGY, INC.
Name:_____________________ By:_____________________________________
Title:____________________ X. Xxx Xxxxxxx, C.E.O.
Date:_____________________ Date:___________________________________
By:_____________________________________
Xxxxxxx X. Xxxxx, President
Date:___________________________________
Each officer is signing for all
Companies.
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