EXHIBIT 10.1
AGREEMENT
WHEREAS, on the 28th day of March, 2001, APPLIED MECHANICS CORPORATION, as
agent for NELX, Incorporated, invited BUFFALO PROPERTIES, LLC (Buffalo) to
submit bids relating to the acquisition of various leaseholds, situate in Xxxxx
County, West Virginia, which is commonly referred to as the Xxxxxx Field; and
WHEREAS, BUFFALO PROPERTIES, LLC submitted a bid of one million seven
hundred thousand dollars ($1,700,000) relating to its acquisition of the xxxxx,
equipment, leases and all of AGENT right, title, and interest in the Xxxxxx
Field and all various goods and chattels of AGENT used as surface equipment in
the operation of the Xxxxxx Field; and said field has approximately 249 xxxxx
comes under lease.
WHEREAS, after negotiations AGENT agreed to sell to Buffalo and Buffalo
agreed to buy from AGENT, for the sum of one million seven hundred thousand
dollars ($1,700,000), the xxxxx, equipment, leases and all of AGENT right, title
and interest in the Xxxxxx Field and AGENT has agreed to sell to Buffalo and
Buffalo agreed to buy from AGENT, for the sum of one million seven hundred
thousand dollars ($1,700,000), the various goods and chattels of AGENT used as
surface equipment in the operation of the Xxxxxx Field.
WHEREAS, Buffalo has agreed to bind itself to consummating the acquisition
of the Xxxxxx Field, by the 1st day of May, 2001, by tendering to AGENT a non-
refundable deposit on the 28th day of March, 2001, in the form of a Cashier's
Check, in the amount of one hundred thousand dollars ($100,000).
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
AGENT and Buffalo agree as follows:
1. Buffalo agrees to tender to AGENT a Cashier's Check, in the amount of
one hundred thousand dollars ($100,000), which shall be considered a
non-refundable deposit relating to the acquisition by Buffalo of AGENT right,
title, and interest in the Xxxxxx Field and the aforementioned related goods and
chattels; and
2. Buffalo agrees to deliver the balance of its aggregate bid price, being
one million six hundred thousand dollars ($1,600,000), by tendering a Cashier's
Check to AGENT, by the close of business on the 1st day of May, 2001, at which
time AGENT shall execute and deliver to Buffalo the requisite Assignment and
Xxxx of Sale and Xxxx of Sale vesting all of AGENT'S right, title, and interest
in the Xxxxxx Field and related goods and chattels used production; and
3. AGENT and Buffalo shall execute the applicable OP-77 Forms which will be
filed with the West Virginia Department of Environmental Protection, the cost of
which shall be borne solely by Buffalo; and
4. In the event Buffalo fails or neglects to consummate the acquisition of
AGENT right, title, and interest in the Xxxxxx Field and its related goods and
chattels by the close of business on the 1st day of May, 2001, it forfeits to
AGENT its deposit of one hundred thousand dollars ($100,000).
THIS Agreement shall be construed in accordance with the laws of the State
of West Virginia and shall be binding upon the successors and assigns of AGENT
and Buffalo.
IN WITNESS WHEREOF, the parties have executed within Agreement the _______
day of _________________, 2001.
WITNESS: APPLIED MECHANICS CORPORATION
NELX, INCORPORATED
/s/Xxxxxx Xxxxxx by:/s/Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
its President
WITNESS: BUFFALO PROPERTIES, LLC.
/s/Xxxxxx Xxxxxx by:/s/A.D. XxXxx
its President
STATE OF WEST VIRGINIA
COUNTY OF XXXXXX
Before me, a Notary Public in and for said County, personally appeared
XXXXXXX XXXXX as President of Applied Mechanics Corporation, and NELX
Incorporated, corporations, and that as such representative, being authorized to
do so, executed the foregoing instrument for the purposes contained therein and
acknowledged that the same is his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal this 28th day of March, 2001.
My commission expires: July 7, 2003
/s/Xxxxxxxx X. XxXxxxx
NOTARY PUBLIC
OFFICIAL SEAL
NOTARY PUBLIC
STATE OF WEST VIRGINIA
Xxxxxxxx X. XxXxxxx
X.X. Xxx 00, 000 Xxxxxx Xxx.
Xxxxxxx, X.X. 00000
Xx Commission Expires: July 7, 0000
XXXXX XX XXXX XXXXXXXX
XXXXXX XX XXXXXX
Before me, a Notary Public in and for said County, personally appeared A.D.
XXXXX as President of BUFFALO PROPERTIES, LLC. and that as such representative,
being authorized to do so, executed the foregoing instrument for the purposes
contained therein and acknowledged that the same is his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal this 28th day of March, 2001.
My commission expires: July 7, 2003
/s/Xxxxxxxx X. XxXxxxx
NOTARY PUBLIC
OFFICIAL SEAL
NOTARY PUBLIC
STATE OF WEST VIRGINIA
Xxxxxxxx X. XxXxxxx
X.X. Xxx 00, 000 Xxxxxx Xxx.
Xxxxxxx, X.X. 00000
Xx Commission Expires: July 7, 2003
