1
EXHIBIT 6.12
[XXXXX-XXXX, L.L.C. LETTERHEAD]
June 13, 2000
Xx. Xxx XxXxxxx
XxXxxxx Resources Company, Inc.
000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Re: AWP Field -- XxXxxxxx County, TX
Dear Xxx:
This letter will serve to memorialize our understanding regarding an
offer to purchase made by XxXxxxx Resources Company, Inc. (hereinafter
"Purchaser") whereby Purchaser hereby offers to acquire the subject property (as
further described herein) from Xxxxx-Xxxx, L. L. C. (hereinafter called
"Seller"). Such offer is understood and agreed to be for all of Sellers right,
title and interest in the oil and gas leases, working interests, xxxxx,
facilities, pipelines, gas processing plants and related equipment described on
the attached Exhibit "A" (hereinafter referred to as the "Properties") subject
to the following terms and conditions:
1. Payment by Purchaser of TWO MILLION EIGHT HUNDRED THOUSAND and
No/100 DOLLARS ($2,800,000.00) adjusted and prorated for
revenues, expenses, deposits and all applicable taxes as of the
Effective Date, payable to Seller at closing by wire transfer or
readily available funds.
2. An Effective Date of 12:01 a.m., Central Daylight Time, May 1,
2000 (the "Effective Date").
3. The Purchase and Sale of the Properties contemplated herein shall
be on an "AS IS-WHERE IS" basis.
4. The parties will negotiate and enter into a mutually acceptable
definitive Closing Documents within 10 business days of written
acceptance of this offer. The Assignment and Bill of Sale will be
substantially on the form attached hereto as Exhibit "B".
5. Closing of the sale of the Properties will take place at a time
and place to be mutually agreed upon by Seller and Purchaser, but
shall in no event be later than June 30, 2000 (the Closing Date).
6. Seller will promptly furnish or make available for Due Diligence
review by Purchaser the following information regarding the
properties, the review of which shall be performed by Purchaser
to its sole satisfaction on or before the expiration of ten (10)
business days from the date of execution of this letter by
Xxxxxxxxx and Seller:
2
XxXxxxx Resources Company, Inc.
June 13, 2000
Page 2
(a) All contracts relating to the Properties (including but not
limited to gas and product sale agreements, service
contracts, and transportation agreements);
(b) A complete schedule, as of the Effective Date, of equipment,
vehicles, mobile equipment, non oil and gas real estate,
easements and rights-of-way, office equipment, furniture and
fixtures to be included in the transaction contemplated by
this offer;
(c) All operational, production, geological, geophysical,
technical, and, accounting and other pertinent records;
(d) All regulatory records and documents and all environmental
records and documents related to subsurface and site
conditions, clean-ups, audits, evaluations, liabilities or
related matters. Consistent with the "AS IS - WHERE IS"
nature of this transaction, Purchaser shall assume all
environmental and operational liabilities; and, adequate
environmental and operational indemnifications shall be
included as part of the Closing Documents;
(e) All title information regarding the Properties;
(f) A schedule of payments and/or related filings made or to be
made as to tax, regulatory, permit, operations transfers
and/or similar matters relative to this transaction;
(g) A schedule of pending or threatened litigation and
administrative proceedings, if any.
(h) Full access to the Properties and all physical facilities
upon or related to them;
(i) Such other due diligence investigations and reviews as
Purchaser may deem necessary.
7. Records transfers, assumption of contract obligations and other
liabilities will be agreed to by Seller and Purchaser.
8. On June 13, 2000, Purchaser shall tender to Seller a deposit of
$100,000.00, which shall be non-refundable except for Seller's
failure to perform closing obligations. Said deposit will be
credited to Purchaser in the adjusted purchase price paid by
Purchaser to Seller at Closing. Except for the deposit provided
for in this paragraph, Seller will have no other recourse against
Purchaser under this Letter of Understanding if Purchaser fails
to close the sale contemplated herein for any reason.
9. From and after Xxxxxxxxx's and Xxxxxx's written execution of this
Letter until termination of the understandings herein or
subsumption by the Closing Documents, Seller and its
representatives will not solicit or encourage inquiries or
proposals with respect to, or furnish any information relating
to, or participate in any negotiations or discussions concerning,
any acquisition or purchase of all or a substantial portion of
the Properties, except as provided herein.
3
XxXxxxx Resources Company, Inc.
June 13, 2000
Page 3
10. Once executed by Xxxxxx and Purchaser, this Letter Agreement
shall be enforceable in Dallas County, Texas and may be amended,
modified or rescinded only by further written agreement of Seller
and Purchaser.
This letter is subject to the conditions contained herein and may
be executed in multiple counterparts but will be effective when a
counterpart hereof has been executed by Seller and Purchaser. If you agree
that this Letter contains the basic elements of our understanding regarding
the subject matter hereof, please return one executed copy of this letter
to Xxx Xxxxx via facsimile. Any questions concerning this offer should be
directed to the attention of Xxx Xxxxx at (000) 000-0000.
XXXXX-XXXX, X.X.X.
/s/ XXXXX X. XXXX
------------------------------
Xxxxx X. Xxxx, President
AGREED AND ACCEPTED this 13th day of June, 2000
XXXXXXX RESOURCES COMPANY, INC.
/s/ XXXXXXX X. XXXXXXXXXX
------------------------------------
By: Xxxxxxx X. Xxxxxxxxxx, President
