Attached files
| file | filename |
|---|---|
| 8-K - Reef Oil & Gas Income & Development Fund III LP | v171990_8k.htm |
| EX-10.1 - Reef Oil & Gas Income & Development Fund III LP | v171990_ex10-1.htm |
| EX-10.3 - Reef Oil & Gas Income & Development Fund III LP | v171990_ex10-3.htm |
| EX-10.2 - Reef Oil & Gas Income & Development Fund III LP | v171990_ex10-2.htm |
| EX-10.5 - Reef Oil & Gas Income & Development Fund III LP | v171990_ex10-5.htm |
January
19, 2010
Mr. H.
Walt Dunagin
Executive
Vice President
Reef Oil
& Gas Partners, L.P.
Reef
Exploration, L.P.
1901
North Central Expressway, Suite 300
Richardson,
Texas 75080
|
|
Re:
|
Post
Closing Properties/Title Defect
Notice
|
Dear
Walt:
Reference
is made to that certain Purchase and Sale Agreement dated December 18, 2009 and
effective as of December 1, 2009 by and between RCWI, L.P. (“Buyer”) and Azalea
Properties, Ltd. (“Seller”) providing
for the purchase by Buyer of certain assets of Seller (the “PSA”). All
capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the PSA.
This
Letter Agreement (“Letter”) shall set
forth the understanding of Buyer and Seller with regard to the purchase and sale
of those properties set forth on Exhibit A hereto
(individually a “Post Closing Property” and collectively the “Post Closing
Properties”)
By their
execution hereof, Buyer and Seller agree as follows:
1. The
definition of “Interests” in the PSA being purchased by Buyer at Closing shall
be amended to exclude the Post Closing Properties and the Purchase Price to be
paid by Buyer to Seller at Closing shall be adjusted downward by the amount of
$1,414,826.00, representing the allocated value attributable to the Post Closing
Properties.
2. Commencing
on the Closing Date and ending one hundred eighty (180) days thereafter (the
“Cure Period”),
Seller shall not, directly or indirectly solicit, enter into or conduct
discussions relating to, initiate or knowingly encourage any offer or proposal
for, or any indication of interest in the Post Closing Properties, to any third
party.
3. During
the Cure Period Seller shall use commercially reasonable efforts to cure the
title defects existing on the Post Closing Properties as specifically set forth
on Exhibit B
attached hereto (the “Title Defects”).
Within five (5) days following receipt by Buyer of evidence reasonably
acceptable to Buyer that a Title Defect has been cured,
together
with such other evidence as Buyer may request in its reasonable discretion,
Buyer shall purchase and Seller shall sell the Post Closing Property for which
all Title Defects have been cured for a purchase price which equals the
allocated value of said Post Closing Property set forth on Exhibit A. In the
event that some, but not all of the Title Defects have been cured by the
expiration of the Cure Period, Buyer may (a) purchase the remaining Post Closing
Properties (which have not previously been purchased during the Cure Period) for
which the Title Defects have been cured at their allocated value set forth on
Exhibit A, or
(b) elect to purchase all of the remaining Post Closing Properties, pay the
allocated value of the Post Closing Properties for which Title Defects have been
cured and enter into negotiations with Seller to adjust the purchase price of
the Post Closing Properties for which Title Defects have not been cured. If the
options set forth in (a) or (b) are not exercised by the Parties, or Buyer and
Seller cannot in good faith agree on a purchase price adjustment pursuant to
Buyer’s option in (b) immediately above, either Buyer or Seller may elect to
terminate this Letter and the Parties shall have no further obligations
hereunder.
4. In
the event Buyer purchases the Post Closing Properties, Buyer and Seller shall
execute Assignments in same the form executed by Buyer and Seller at
Closing.
5. In
the event Buyer purchases the Post Closing Properties pursuant to this Letter,
the Effective Date of the purchase shall be as set forth in the PSA and all
other terms set forth in the PSA shall apply to the purchase and sale of the
Post Closing Properties.
SIGNATURE
PAGE FOLLOWS
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Very
truly yours,
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||
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Azalea
Properties, Ltd.
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||
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By:
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Maple
Ridge Property Company
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|
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Its
sole general partner
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||
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By:
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/s/
Frances Marianne Talbot
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Frances
Marianne Talbot
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||
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President
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||
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Accepted
and Agreed to
this
19 day of January 2010:
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||
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RCWI,
L.P.
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||
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By:
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RCWI,
GP, LLC
Its
general partner
|
|
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By:
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/s/ Michael J. Mauceli
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Michael
J. Mauceli, Manager
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||
EXHIBIT
A
POST CLOSING
PROPERTIES
|
Skinner
Unit 30-10 #1
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$ | 344,467.00 | ||
|
Ezell
Unit 29-05 #1
|
$ | 57,332.00 | ||
|
Trice
Unit 35-04
|
$ | 8,835.00 | ||
|
Trice
Unit 35-02
|
$ | 7,669.00 | ||
|
Turkey
Creek Unit 1-1
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$ | 4,655.00 | ||
|
Hollingsworth
#1 TJ Unit
|
$ | 166,805.00 | ||
|
Grand
Canyon B1-32-A2-5
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$ | 59,397.00 | ||
|
Bryant
Link Co. #1
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$ | 103,590.00 | ||
|
Summerlin,
CE
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$ | 71,660.00 | ||
|
Collins
East Upper CV Unit
|
$ | 155,932.00 | ||
|
Coot
Moore 1
|
$ | 131,074.00 | ||
|
Stroud-Polk
Unit #2-1
|
$ | 64,757.00 | ||
|
Board
of Supervisors 16-14 #1-1
|
$ | 11,994.00 | ||
|
Garrett
#1-1
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$ | 4,565.00 | ||
|
Stroud-Polk
Unit #1-1
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$ | 1,852.00 | ||
|
Turner
1-34
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$ | 125,478.00 | ||
|
Haskell
#1-4
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$ | 587.00 |
EXHIBIT
B
Title
Defects
 |
H.
WALT DUNAGIN
Executive Vice President
Land
Manager
|
Thursday,
January 14, 2010
Frances
Marianne Talbot
Azalea
Properties, Ltd.
c/o David
Nini
Lantana
Oil & Gas Partners
9000
Hempstead Road
Suite
200
Houston,
Texas 77008
Dear
Madam and Sirs:
Under the
terms of the Purchase and Sale Agreement, dated December 18, 2009 (“PSA”),
executed by RCWI, L.P. (“RCWI”) and Azalea Properties, Ltd. (“Azalea”), RCWI and
Azalea agreed that RCWI would notify Azalea of certain matters affecting the
value of the Interests as that term is defined in the PSA. This letter shall
serve as your formal notification under Article V of the PSA. (All capitalized
terms, not defined in this notification, shall have the meaning ascribed to them
in the PSA.)
1. Article
5.05: The following are the Title Defects which render the title to an Interest
as less than Marketable Title.
a. There
is a break in Azalea’s chain of title to the Wiley Glennburn Unit caused by the
absence of a deed between Great Plains Royalty Corp. to Earl Schwartz Company,
two of the predecessors in title to Azalea. The Title Defect Amount attributable
to this Title Defect is $98,130.
b. There
is no conveyance to Azalea from Woodson Oil & Gas, L.P. of the following
properties:
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Property:
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Title Defect Amount:
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|||
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Skinner
Unit 30-10 #1, Choctaw County, Alabama
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$ | 344,467 | ||
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Ezell
Unit 29-05#l, Choctaw County, Alabama
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$ | 57,332 | ||
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Trice
Unit 35-04, Choctaw County, Alabama
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$ | 8,835 | ||
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Trice
Unit 35-02, Choctaw County, Alabama
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$ | 7,669 | ||
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Turkey
Creek Unit 1-1, Choctaw County, Alabama
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$ | 4,655 | ||
REEF
OIL & GAS PARTNERS, L.P.
REEF
EXPLORATION, L.P.
1901
N Central Expy, Ste 300 • Richardson, TX 75080
(972)
437-6792 • Fax: (972) 994-0369
Toll Free: (877)
915-7333 •
www.reefogc.com
c. There
is no conveyance to Azalea from
Modano Oil & Gas, L.P. of the following properties:
|
Property:
|
Title
Defect Amount:
|
|||
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Hollingsworth
#1-TJ Unit -001T, Desoto Parish, Louisiana
|
$ | 166,805 | ||
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Grand
Canyon B1-32-A2-5 Otsego County, Michigan
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$ | 59,397 | ||
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Bryant
Link Co. #1, Multi, Andrews County, Texas
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$ | 103,590 | ||
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Summerlin,
CE, Multi, Andrews County, Texas
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$ | 71,660 | ||
d. There
is no assignment to Azalea from Nowitzki Oil and Gas, L.P. of the following
properties:
|
Property:
|
Title
Defect Amount:
|
|||
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Collins
East Upper CV Unit, Covington County Mississippi
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$ | 155,932 | ||
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Coot
Moore 1, Covington County, Mississippi
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$ | 131,074 | ||
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Stroud-Polk
Unit #2-1, Covington County, Mississippi
|
$ | 64,757 | ||
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Board
of Supervisors 16-14 #1-1, Covington County, Mississippi
|
$ | 11,994 | ||
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Garrett
#1-1, Covington County, Mississippi
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$ | 4,565 | ||
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Stroud-Polk
Unit #1-1, Covington County, Mississippi
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$ | 1,852 | ||
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Turner
1-34, Woodward County, Oklahoma
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$ | 125,478 | ||
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Haskell
#1-4 1-4, Woodward County, Oklahoma
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$ | 587 | ||
|
e.
|
The
following mortgages burden the
Interests:
|
See
Exhibit A
2. Article
5.06(a): Azalea and Reef have agreed to resolve any matters pertain to Article
5.06(a) under the terms of a separate letter agreement to be executed by both
parties.
3. Article
5.06(b): There are preferential rights to purchase which burden the following
properties:
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Property:
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Operator:
|
|||
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a. Bonanza,
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Terry
County, Texas
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Dinero
|
||
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b. Unidentified
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Grady
County, Oklahoma
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Marshall
Oil
Corp.
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You have
notified us of the exercise of the preferential rights on the Bryan’s Mill Unit
PF Record 1-1 property, the Della Colvin 1-18, the Della Colvin 31-8 and the
Steffan Harvey 2. This letter confirms that we have agreed to remove those
properties from the sale.
The
Mortgages listed on Exhibit A are treated in this letter as Title Defects, but
we have assigned no Title Defect Amount to any of said encumbrances because we
have not been provided with the balances due, and Azalea has agreed to convey
the Interests free of all such burdens and encumbrances at Closing.
Thank you
for your prompt attention to these matters, and let us know what we can do to
perfect title in Azalea.
Yours
truly,
|
/s/ H. Walt Dunagin
|
|
H.
Walt Dunagin
|
|
Executive
Vice President
|
|
RCWI,
L.P.
|
EXHIBIT
A
This
Exhibit A is attached to that certain letter dated January 14, 2010 from RCWI,
L.P. to Azalea Properties, Ltd.
Azalea
Properties Ltd, L.P. mortgages in favor of Texas Capital Bank, N.A.
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Date
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Recording
Reference
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County
|
State
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|||
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04/01/2002
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#02-0823053
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Los
Angeles
|
California
|
|||
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10/01/2008
|
#20088253414
|
Los
Angeles
|
California
|
|||
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10/01/2008
|
#410629
|
Baca
|
Colorado
|
|||
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08/22/2003
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668/951
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Acadia
|
Louisiana
|
|||
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03/16/2007
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762/927
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Acadia
|
Louisiana
|
|||
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12/28/2007
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783/161
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Acadia
|
Louisiana
|
|||
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08/22/2003
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692/11518
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East
Baton Rouge
|
Louisiana
|
|||
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03/16/2007
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348/11943
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East
Baton Rouge
|
Louisiana
|
|||
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12/28/2007
|
66/12028
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East
Baton Rouge
|
Louisiana
|
|||
|
10/01/2008
|
696/12103
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East
Baton Rouge
|
Louisiana
|
|||
|
4/16/2004
|
1658/305
|
Terrebonne
|
Louisiana
|
|||
|
3/16/2007
|
1966/817
|
Terrebonne
|
Louisiana
|
|||
|
12/28/2007
|
2056/565
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Terrebonne
|
Louisiana
|
|||
|
10/1/2008
|
2132/406
|
Terrebonne
|
Louisiana
|
|||
|
04/16/2004
|
#20405191
|
Vermillion
|
Louisiana
|
|||
|
03/16/2007
|
#20703906
|
Vermillion
|
Louisiana
|
|||
|
12/28/2007
|
#20800687
|
Vermillion
|
Louisiana
|
|||
|
10/01/2008
|
#20811995
|
Vermillion
|
Louisiana
|
|||
|
01/18/2008
|
608/450
|
Covington
|
Mississippi
|
|||
|
10/01/2008
|
618/281
|
Covington
|
Mississippi
|
|||
|
12/28/2007
|
#374623
|
Bottineau
|
North
Dakota
|
|||
|
10/01/2008
|
#378182
|
Bottineau
|
North
Dakota
|
|
04/16/2004
|
1298/286
|
Lea
|
New
Mexico
|
|||
|
03/16/2007
|
1505/289
|
Lea
|
New
Mexico
|
|||
|
12/28/2007
|
1558/973
|
Lea
|
New
Mexico
|
|||
|
01/18/2008
|
1562/623
|
Lea
|
New
Mexico
|
|||
|
10/01/2008
|
1606/364
|
Lea
|
New
Mexico
|
|||
|
08/15/2007
|
RB3365/685
|
Canadian
|
Oklahoma
|
|||
|
12/28/2007
|
RB3406/983
|
Canadian
|
Oklahoma
|
|||
|
10/01/2008
|
RB3501/434
|
Canadian
|
Oklahoma
|
|||
|
10/01/2008
|
997/680
|
Blaine
|
Oklahoma
|
|||
|
01/01/2008
|
1937/271
|
Roger
Mills
|
Oklahoma
|
|||
|
01/18/2008
|
481/738
|
Crane
|
Texas
|
|||
|
10/01/2008
|
499/807
|
Crane
|
Texas
|
|||
|
04/16/2004
|
366/699
|
Duval
|
Texas
|
|||
|
01/18/2008
|
468/38
|
Duval
|
Texas
|
|||
|
10/01/2008
|
486/164
|
Duval
|
Texas
|
|||
|
12/28/2008
|
78/704
|
Crosby
|
Texas
|
|||
|
10/01/2008
|
83/97
|
Crosby
|
Texas
|
|||
|
01/18/2008
|
#2008-0420
|
Gaines
|
Texas
|
|||
|
10/01/2008
|
#2008-4647
|
Gaines
|
Texas
|
|||
|
04/16/2004
|
575/821
|
Hemphill
|
Texas
|
|||
|
01/18/2008
|
634/452
|
Hemphill
|
Texas
|
|||
|
10/01/2008
|
650/594
|
Hemphill
|
Texas
|
|||
|
08/22/2008
|
Loving
|
Texas
|
||||
|
01/01/08
|
80/435
|
Loving
|
Texas
|
|||
|
04/16/2004
|
150/402
|
Martin
|
Texas
|
|||
|
03/16/2007
|
197/356
|
Martin
|
Texas
|
|||
|
12/28/2007
|
217/271
|
Martin
|
Texas
|
|||
|
10/01/2008
|
238/19
|
Martin
|
Texas
|
|||
|
04/16/2004
|
157/214
|
McMullen
|
Texas
|
|||
|
10/01/2008
|
180/164
|
McMullen
|
Texas
|
|
01/18/2008
|
1359/1
|
Sutton
|
Texas
|
|||
|
10/01/08
|
365/467
|
Sutton
|
Texas
|
|||
|
8/15/2007
|
572/60
|
Wheeler
|
Texas
|
|||
|
12/28/2007
|
577/657
|
Wheeler
|
Texas
|
|||
|
10/01/2008
|
591/640
|
Wheeler
|
Texas
|
|||
|
08/22/2003
|
744/35
|
Ward
|
Texas
|
|||
|
10/01/2008
|
851/6
|
Ward
|
Texas
|
|||
|
01/18/2008
|
833/420
|
Ward
|
Texas
|
|
Nowitzki Oil & Gas,
L.P. mortgage in
favor of the Bank of Scotland
|
||||||
|
09/01/2006
|
556/430
|
Wheeler
|
Texas
|
|||
|
Modano
Oil &I Gas,
L.P. mortgage in favor the Bank of Scotland
|
||||||
|
08/06/2003
|
5403/799
|
Denton
|
Texas
|
|||
|
Talbot
Investment Company mortgage in favor of the First Enterprise
Bank
|
||||||
|
07/11/1996
|
96-1162623
|
Los
Angeles
|
California
|
|||