EXHIBIT 3
MEMORANDUM OF SALE
Dated December 16, 1996
The parties to this agreement are Xxxxxx Natural Resources
Company, a Delaware general partnership ("Seller") and MHC Inc., a
Delaware corporation ("Buyer"). Seller desires to sell to Buyer on
this date, and Buyer desires to purchase, on the terms set forth
below, 14,480,000 shares (the "Shares") of Common Stock, par value
$.01 per share, of Xxxxx Xxxxxx Corporation, a Delaware corporation
("Xxxxx Xxxxxx"). It is therefore agreed as follows:
1. Sale of Shares. On this date, Seller sold to Buyer, and Buyer
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purchased from Seller, the Shares. The aggregate purchase price
of the Shares was based on the purchase price of $1,00, such
price reflecting the fact that the share are unregistered, the
absence of any trading market for the shares, Xxxxx Xxxxxx'x
bankruptcy and proposed Plan or Reorganization and the risk that
the shareholders of Xxxxx Xxxxxx may receive no significant value
or consideration in respect of their shareholding.
2. Representations and Warranties of Seller. This agreement and the
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Stock Power which accompanies the Shares have been duly
authorized, executed and delivered on behalf of Seller, and
constitute legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with their terms.
Seller has transferred to Buyer good and marketable title to the
Shares, free and clear of any claim, lien, security interest, or
other encumbrance. Assuming the accuracy of Xxxxx's
representations and warranties, registration of the Shares under
the Securities Act of 1933 is not necessary in connection with
the sale of the Shares provided for herein.
3. Representations and Warranties of Buyer. This agreement has been
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duly authorized, executed and delivered on behalf of Xxxxx, and
constitutes a legal, valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms. Buyer
has such knowledge, sophistication and experience in financial
and business matters so as to be capable to evaluating the merits
and risks of the purchase of the Shares; has purchased the Shares
for investment purposes; has no current intention to sell or
distribute the Shares; acknowledges that the Shares have not been
registered under
the Securities Act of 1933 and the Buyer may not sell the Shares
in the United States except pursuant to a registration statement
effective under the Securities Act of 133 or an exemption from
registration under such Act, and in compliance with all other
applicable security laws; and acknowledges that the certificate
representing the Shares will bear a restrictive legend to the
effect of the preceding clause of this sentence.
4. Assignment. Seller hereby assigns to Buyer, and Buyer hereby
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accepts and assumes, all rights and obligations of Seller under
the Stockholders Agreement dated as of June 2, 1989 between
Seller and Xxxxx Xxxxxx.
5. General. This agreement supersedes any previous agreements and
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understandings with respect to the matters provided herein,
cannot be changed or terminated orally, shall be governed by the
internal laws of Delaware and may be executed in counterparts.
XXXXXX NATURAL RESOURCES COMPANY
By: /s/ Xxxx Xxxxxxx
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MHC INC.
By: /s/ Xxxxxx X. Xxxxxxxxx, III
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