EXHIBIT 10.3
X.X. Xxxxxx Company
0000 Xxxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
Web: xxx.xxxxxxxx.xxx
January 17, 2007
Mr. Xxxxxxxxx Xxxxxxx
Voyager Petroleum, Inc.
00 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Side Letter Agreement to Sublease Agreement between X.X. Xxxxxx Company
and Voyager Petroleum, Inc. ("Sublease Agreement") for premises at 000
X. Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (the "Premises")
Dear Jefferson:
In connection with Voyager Petroleum, Inc.'s ("Voyager") agreement to purchase
the Premises from Deacon Enterprises, Inc., X.X. Xxxxxx and Company ("DAS")
understands that Voyager intends to prepare a baseline environmental assessment
("BEA") for the Premises and submit the same to the Michigan Department of
Environmental Quality ("MDEQ"). As we have informed you, DAS is required by its
lease with Deacon Enterprises to prepare a Type S BEA upon ceasing occupation of
the Premises, to afford Deacon Enterprises an opportunity to make "appropriate
modifications" to the Type S BEA and to submit the Type S BEA to MDEQ. As a
condition of entering into the Sublease Agreement and other good and valuable
consideration, the receipt and sufficiency of which the parties acknowledge, DAS
and Voyager hereby enter into this side letter agreement to share environmental
information related to their respective filings of a Type S BEA and to address
certain insurance issues.
Promptly after the execution of this side letter, DAS shall make copies of its
previous BEA reports and deliver those to Voyager's environmental consultant.
DAS shall also make its personnel and consultants with knowledge of the prior
BEAs and operations at the Premises reasonably available to Voyager's
environmental consultant to provide information in connection with the
preparation of a Type S BEA.
Voyager has retained, at its sole cost and expense except as otherwise provided
below, Associated Environmental Services, LLC ("AES") as its environmental
consultant to prepare a Type S BEA for the Premises. Voyager will provide a site
map of sample locations, laboratory reports of any sampling results and other
relevant documentation related to the samples conducted by AES as part of its
BEA to DAS no less than 30 days after Voyager first physically occupies the
Premises under the Sublease Agreement and provide a written draft of the AES
Type S BEA no less than 6 days prior to submitting the final Type S BEA to MDEQ.
Voyager consents to DAS using such documentation in connection with DAS's
preparation of its Type S BEA. DAS shall be solely responsible for providing a
draft of its Type S BEA to Deacon Enterprises and filing a complete Type S BEA
with MDEQ. Any expenses or work beyond what Voyager deems necessary to file a
Type S BEA with the MDEQ will be paid and arranged for by DAS and in no event
shall either party have any right to direct or control the final content or
timing of the filing of the other party's Type S BEA with the MDEQ.
In light of DAS's contractual obligation under its lease with Deacon Enterprises
to submit a Type S BEA, Voyager agrees not to close on the purchase of the
Premises or otherwise take action that would terminate DAS's lease for the
Premises until DAS has submitted its Type S BEA to MDEQ.
Notwithstanding anything in the Sublease Agreement to the contrary, Voyager and
DAS agree that Voyager's occupancy of the Premises and the term of the lease
will begin on February 1, 2007.
Voyager and DAS further agree as follows with respect to insurance required to
be maintained by Voyager pursuant to Section 14 of the Sublease Agreement.
Notwithstanding the requirements of the Sublease Agreement that Voyager
"maintain all insurance policies required to be maintained by Sublandlord under
the Master Lease", DAS shall initially maintain in place DAS's existing
insurance coverages with respect to the Premises. Voyager shall reimburse DAS
for the cost of such coverages, which the parties agree is initially estimated
to be an annual premium of $2,675. Since the Sublease is not scheduled to
terminate as of a date certain, Voyager shall initially pay DAS 100% of such
amount (i.e., $2,675), with any unearned balance to be returned to Voyager at
the termination of the Sublease. In the event that the term of the Sublease
Agreement is further extended, the parties will determine the treatment of
insurance policies at that time. Voyager shall also be responsible for the
deductible on the policies of insurance, which is currently $10,000 per loss (or
$250,000 in case of flood). It is further understood and agreed that, once
Voyager sets up operations and from time to time thereafter, the insurance loss
control engineer of DAS's insurer will be permitted access to the Premises for
the purpose of inspecting and signing off on the new risk profile/exposure. In
the event of an unacceptable engineering report, Voyager shall be required to
obtain the required coverages directly under Voyager's own name, and upon
placement of such insurance in accordance with the Sublease, the unearned
portion of the insurance premium paid to DAS shall be refunded to Voyager.
X. X. XXXXXX COMPANY, a Delaware corporation.
By: /S/ XXXXXXX XXXXXXXXXX
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Name: XXXXXXX XXXXXXXXXX
Its: PRESIDENT
XXXXXXX XXX, INC., a Nevada corporation
(name changing to Voyager Petroleum, Inc.,
as of December 1, 2006)
By: /S/ XXXXXXXXX XXXXXXX
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Name: Xxxxxxxxx Xxxxxxx
Title: Chief Financial Officer
