EXHIBIT 10.4
J. Xxxxx Xxxxx, President September 25, 2002
Freedom Oil & Gas, Inc.
0000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Re: Amended and Restated Letter of Agreement
Dear Xxxxx:
The purpose of this letter agreement ("Letter") is to set forth
the amended and restated agreements between Freedom Oil & Gas, Inc., a
Nevada Corporation ("Freedom"), and Xxxxxx Energy Group, LLC, a Utah
limited liability company and successor in interest to Xxxxxx Energy
Group, Inc., a Nevada corporation ("HEG"). These agreements relate to
the acquisition by Freedom of certain oil and gas properties and
leases in exchange for the assumption by Freedom of certain associated
obligations of HEG and the payment of other good and valuable
consideration, all on the terms and subject to the conditions set
forth below (the "Transactions"). This Letter supercedes and replaces
in its entirety our previous Letter of Agreement dated July 10, 2002,
as follows:
1. Sanpete Prospect
On the terms and subject to the conditions to be set forth in the
definitive conveyances and related documents (the "Definitive
Documents"), HEG hereby grants to Freedom, and Freedom hereby accepts
from HEG, all of HEG's rights under the Farmout Agreement dated July
1, 2002 by and among HEG, Cimarron Operating Company, LLC and Paradise
Energy, LLC (the "Farmout Agreement"), excepting and reserving to HEG,
however, all of its rights in the Subject Lands located in Township 14
South, Range 2 East, SLB&M, Sanpete County, Utah (Sections 21, 22, 27,
28, 33, 34 and 35).
2. XXXX Leases
The terms and conditions set forth in the July 10, 2002 Letter
with respect to the assignments of working interests in the Liberty #1
and Liberty #2 Xxxxx to be drilled by Freedom on the XXXX Leases have
been superceded and replaced in their entirety by the Agreement dated
September 24, 2002, between and among HEG, Freedom, Mountain Home
Petroleum, Inc. ("MHP") and Liberty #1, LLC, establishing the Liberty AMI.
3. El Grande Prospect
The terms and conditions set forth in the July 10, 2002 Letter
with respect to the proposed acquisition by Freedom of the El Grande
Prospect located in Xxxxxxxx County, Arkansas, have been superceded
and replaced in their entirety by the definitive Purchase and Sale
Agreement dated effective as of September 9, 2002, and the exhibits thereto.
4. Joint Operating Agreements
At such time as any exploratory, development or other operations are
proposed by any party owning a working interest any well, drill-site,
lease or lands in any Prospect described under this Letter Agreement,
the Parties shall negotiate and enter into a joint operating agreement
covering their future working relationship with respect to their joint
interests in such Prospect and naming Freedom, or a mutually
acceptable third party contractor, as the operator of their combined
interests. Such agreement shall be substantially in the form of the
1984 (or newer) AAPL Model Form 610 Joint Operating Agreement.
Freedom further agrees to allocate to HEG, to the maximum extent
allowable under applicable tax and accounting standards, all credits
for intangible drilling expenses and other tax deductions or credits
associated with or relating to exploratory, development or production
operations on the Prospects.
5. Consideration.
(a) As consideration for the Transactions, including without
limitation Freedom's share of the facilitation fee payable by HEG to
Alexander & Xxxx, Freedom has instructed The Majestic Companies LTD
("Majestic") to issue, and Majestic has issued 6,200,000 shares of its
fully paid Series A Preferred Stock to HEG's former shareholders and
other persons designated by HEG in the proportions set forth in the
written instructions provided by HEG ("Shares"). As soon as practical
following the approval by the SEC of Majestic's replacement
preliminary 14(c) information statement filed September 13, 2002,
Majestic will issue replacement certificates evidencing five shares of
its common stock for each share of its Series A Preferred Stock. Not
later than December 31, 2002, Freedom further agrees to cause Majestic
to file a registration statement with the Securities and Exchange
Commission, pursuant to an SB-2 or other filing, that will allow all
of the Shares (as converted to shares of Majestic's common stock) to
be freely traded.
(b) As additional consideration for the Transactions, Freedom
shall pay HEG one hundred thousand dollars ($100,000), of which ten
thousand dollars ($10,000) has been paid, with an additional fifteen
thousand dollars ($15,000) due and payable on or before October 5, and
additional payments of twenty five thousand dollars ($25,000) each due
and payable on or before November 5, 2002, December 5, 2002 and
December 31, 2002.
(c) As additional consideration for the Transactions, Freedom
hereby assumes and agrees to fully and timely perform all of HEG's
obligations specified in the Farmout Agreement, and agrees to timely
exercise by performance all options and to further perform all other
duties of HEG under the Farmout Agreement (collectively, the
"Obligations"). Freedom agrees that if it does not intend to timely
perform any Obligation or reasonably believes it will be unable to
timely perform any Obligation, it will give HEG not less than sixty
days' written notice prior to the date the Obligation is to be
completed and HEG will have the right, but not the obligation, to
perform the Obligation. Further, if Freedom has not commenced any
Obligation and the expiration date of said Obligation is thirty days
or less in the future, HEG retains the right, but not the obligation,
to perform the Obligation.
(d) In the event Freedom fails to timely perform any Obligation
pursuant to subparagraph (c) above, Freedom will retain only those
rights, if any, that it has earned under the terms of the Farmout
Agreement and this Letter Agreement, and HEG will retain all remaining
rights under the Farmout Agreement.
(e) Freedom further agrees to reimburse HEG for all of its costs
incurred in connection with the Transactions, including without
limitation all leasehold expenses, title and curative work and legal
expenses.
6. No Other Agreements. HEG and Freedom acknowledge and agree
that this Letter Agreement supercedes and replaces in their entirety
any and all prior oral or written representations, understandings or
agreements between them. HEG and Freedom further represent and agree
that neither of them is or has been represented by any broker or
finder in connection with this Letter Agreement or the Transactions
described herein, and that no third party (other than the parties to
the documents specifically referred to herein) has any rights of any
kind whatsoever with respect to the subject matter of this Letter
Agreement.
7. Assignments. Neither HEG, MHP, or Freedom may assign
all or any portion of its rights under this Letter to any other person
without the express prior written consent of the other party.
If the foregoing accurately describes our mutual understandings
and agreements, please sign and date the attached original copy of
this Letter.
Very truly yours,
XXXXXX ENERGY GROUP, LLC
By: /S/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Manager
AGREED TO AND ACCEPTED
This 26th day of September 2002:
FREEDOM OIL & GAS, INC.
By: /S/ J. Xxxxx Xxxxx
J. Xxxxx Xxxxx, President
