{"id":42980,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/acquisition-proposal-letter-huffco-group-inc-and-harken-de.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"acquisition-proposal-letter-huffco-group-inc-and-harken-de","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/acquisition-proposal-letter-huffco-group-inc-and-harken-de.html","title":{"rendered":"Acquisition Proposal Letter &#8211; Huffco Group Inc. and Harken de Colombia Ltd."},"content":{"rendered":"<pre>\n                               HUFFCO GROUP, INC.\n                           1000 Louisiana, Suite 6700\n                             Houston, Texas  77002\n\n\n\n\n\nHarken de Colombia, Ltd.\n2505 North Hwy. 360, Suite 800\nGrand Prairie, Texas  75050\n\nAttention:  Richard H. Schroeder\n\n                 Re:  Alcaravan Contract Area\n\nGentlemen:\n\n                 Huffco Group, Inc. ('Huffco') is pleased to submit a proposal\nto acquire a 50% undivided interest in all of the rights of Harken de Colombia,\nLtd. ('Harken') in that certain Association Contract between Harken and Empresa\nColombiana de Petroleos ('Ecopetrol') dated effective February 13, 1993, as\namended by letter dated July 22, 1994 (as so amended, the 'Contract') and in\nand to the Alcaravan Contract Area in the Department of Casanare, Colombia (the\n'Contract Area').  Once accepted by Harken by execution and return of a copy of\nthis letter, this letter shall constitute a binding agreement between Huffco\nand Harken, subject to the conditions in paragraph 10 below.  The terms of the\nparties' agreement are as follows:\n\n                 1.       In consideration of Huffco's agreements contained\nherein, Harken agrees to sell, assign and convey to Huffco, and Huffco agrees\nto purchase and accept from Harken, effective as of August 1, 1994 (the\n'Effective Date'), an undivided fifty percent (50%) of Harken's rights and\ninterest in the Contract, the Contract Area, and all related improvements,\nequipment, contracts, data, records, licenses and permits (the 'Assigned\nInterest').  Harken shall execute and deliver to Huffco an instrument of\nassignment in substance similar to Exhibit A attached hereto, with such changes\nas the parties and their Colombian legal counsel may agree are reasonably\nnecessary or desirable (the 'Assignment'), as promptly as possible after\nEcopetrol has approved the form of the Assignment (but in any case within 5\ndays thereafter).\n\n                 2.       In consideration of Harken's agreements contained \nherein, Huffco agrees to\n\n                          a.      pay Harken U.S. $200,000 in reimbursement of\n         a portion of the costs previously incurred by Harken to perform the\n         seismic survey conducted during the first year of the Contract, and\n\n\n\n\n\n\n                          b.      pay and bear 100% of the costs incurred by\n         the parties from and after the Effective Date for joint operations\n         pursuant to the terms of the Operating Agreement (as defined in\n         paragraph 6 below) ('Joint Account Costs') until the total Joint\n         Account Costs paid by Huffco pursuant to this paragraph 2.b equal $1.0\n         million or until the date of Huffco's notice of withdrawal pursuant to\n         paragraph 8 below, whichever occurs first.  If Huffco does not\n         withdraw, Joint Account costs beyond the $1.0 million limit shall be\n         borne 50% by Huffco and 50% by Harken in accordance with the terms of\n         the Operating Agreement.\n\n                 3.       Huffco shall not be required to commence making\npayments under paragraphs 2.a or 2.b until Ecopetrol and the Colombian Ministry\nof Mines and Energy have approved the transfer of the Assigned Interest to\nHuffco pursuant to the terms of the Contract and have approved the form of the\nAssignment, and Huffco has received a duly executed copy of the Assignment from\nHarken.  Within three business days after satisfaction of these conditions,\nHuffco shall make the payment required under paragraph 2.a above in\nimmediately-available funds, in U.S. dollars, to Harken's designated bank\naccount.  Also following satisfaction of those conditions, Huffco shall\ncommence payments under paragraph 2.b above by the payment of monthly cash\ncalls and billings in accordance with the terms of the Operating Agreement.\nAll amounts billed or cash called shall be accompanied by detailed breakdowns\nof costs as shall be called for under the terms of the Operating Agreement, and\ncopies of actual third party invoices shall be made available at Huffco's\nrequest.  The first monthly cash call under the Operating Agreement following\nsatisfaction of the conditions referenced above shall include Huffco's share of\nall Joint Account Costs pursuant to paragraph 2.b since the Effective Date.\n\n                 4.       Harken represents and warrants to Huffco as follows:\n\n                          a.      Harken is a corporation duly organized,\n         validly existing and in good standing under the laws of the Cayman\n         Islands.  Harken has full corporate power and authority to execute,\n         deliver and perform this letter, and the execution, delivery and\n         performance hereof have been duly authorized by all necessary\n         corporate action on the part of Harken.\n\n                          b.      The Contract is in full force and effect, and\n         no provision of the Contract has been amended, waived or terminated.\n         The Spanish language copy of the Contract furnished by Harken to\n         Huffco (receipt of which is hereby acknowledged by Huffco) is a true\n         and complete copy of the original, and there are no other agreements\n         between Harken and Ecopetrol or any agency of the Colombian government\n         regarding the Contract or the Contract Area.\n\n                          c.      Neither Harken nor, to Harken's knowledge, \n         Ecopetrol is in default under the Contract.\n\n\n\n\n\n                                      -2-\n\n\n                          d.      Harken has to date expended at least $1.2\n         million for operations in connection with the Contract.\n\n                          e.      Harken has good and defensible title, free of\n         all encumbrances, to 100% of the 'Associate's' interest in the\n         Contract.\n\n                          f.      There are no suits, actions or proceedings\n         pending, or to the knowledge of Harken, threatened, against Harken\n         before any court or governmental authority, which, if adversely\n         determined, would prevent the consummation of the transactions\n         contemplated by this letter.\n\n                          g.      No consents, approvals or waivers are\n         required to consummate the transactions contemplated by this letter\n         except the consent of Ecopetrol and the Colombian Ministry of Mines\n         and Energy under the terms of the Contract.\n\n                          h.      Harken has not directly or indirectly\n         employed any broker, finder or intermediary to whom Huffco shall have\n         any liability in connection with the transactions contemplated hereby.\n\n                          i.      Neither Harken nor any of its affiliates has\n         taken or directed any other person to take any action in connection\n         with the award, terms or continuation of the Contract, or with any\n         other aspect of operations under the Contract or in the Contract Area,\n         that would violate or create liability for either party under the\n         United States Foreign Corrupt Practices Act, 15 USC Sections 78dd-1\n         and 78dd-2.\n\n                 5.       Huffco represents and warrants to Harken as follows:\n\n                          a.      Huffco is a corporation duly organized,\n         validly existing and in good standing under the laws of Delaware,\n         U.S.A.  Huffco has full corporate power and authority to execute,\n         deliver and perform this letter, and the execution, delivery and\n         performance hereof have been duly authorized by all necessary\n         corporate action on the part of Huffco.\n\n                          b.      Huffco has not directly or indirectly\n         employed any broker, finder or intermediary to whom Harken shall have\n         any liability in connection with the transactions contemplated hereby.\n\n                          c.      Huffco has the financial ability and\n         substance to carry out and bear the obligations that it will assume\n         pursuant to the terms of this letter.\n\n                 6.       Operations by Huffco and Harken under the Contract\nshall be conducted pursuant to the terms of an operating agreement to be\nnegotiated and entered into by such parties promptly following the execution of\nthis letter (the 'Operating Agreement').  The parties intend\n\n\n\n\n\n                                      -3-\n\n\nthat the Operating Agreement be based upon the AIPN Model Form International\nOperating Agreement and that it provide, among other things, for the following:\n\n                          a.      Harken will be appointed Operator;\n\n                          b.      In addition to any other grounds for removal,\n         the Operator may be removed by a vote of the majority of the\n         Non-Operators (i) if the Operator has committed a material breach of\n         the Operating Agreement and has failed to cure that breach within 90\n         days of notice or (ii) if Operator together with its affiliates holds\n         less than 20% of the Associate interest in the Contract.  If any\n         Non-Operator holding at least 20% of the Associate interest offers to\n         provide services equivalent to those provided by Operator at a cost at\n         least twenty percent lower than that proposed by Operator, and the\n         offer is supported by specific designated reductions in line items in\n         the approved or proposed work program and budget, Operator will either\n         match those reductions or resign and vote to elect another party\n         agreeing to enact such reductions as successor Operator.  In the event\n         any proposed cost savings could reasonably result in a materially\n         increased risk of loss to life or property, a materially increased\n         risk to the environment or higher premiums under insurance policies\n         carried for the Joint Account, Operator may refuse to adopt such\n         savings and need not resign from its position.  If any non-Operator\n         disagrees with Operator's analysis of the risks associated with such\n         changes, then it may propose that the dispute be referred to\n         arbitration.\n\n                          c.      The Operator will bear no liability as a\n         result of being Operator except liability for the gross negligence or\n         willful misconduct of its supervisory personnel at the field level and\n         above.  Gross negligence and willful misconduct will be objective\n         standards not dependent on the good faith or bad faith of the\n         Operator.  In no event will the Operator be liable (beyond its\n         percentage interest) for environmental, consequential, punitive or\n         similar indirect damages.\n\n                          d.      Decisions will be made at Operating Committee\n         meetings by votes of two or more unaffiliated parties having at least\n         68% of the Associate interest, except that (i) Operator will be\n         permitted to make certain decisions regarding the conduct of the\n         minimum work program and mandatory relinquishments necessary to\n         satisfy the parties' obligations under the Contract in the event of a\n         deadlock and (ii) unanimous votes will be required for the voluntary\n         relinquishment of portions of the Contract Area, amendment or\n         termination of the Contract, and amendment or termination of the\n         Operating Agreement.\n\n                          e.      When a well has been drilled as proposed, the\n         Operator will make its recommendation as to subsequent operations.\n         Any Non-Operator may make an alternate proposal.  In the event\n         multiple proposals are made, preference will be given in the following\n         priority:  (i) additional testing; (ii) completion at the target\n         depth; (iii) deepening; (iv) sidetracking; (v) plugging back and\n         attempting completion at a shallower depth; (vi) other operations; and\n         (vii) plugging and abandonment.\n\n\n\n\n\n                                      -4-\n\n\n                          f.      The Operator will be required to solicit\n         competitive bids for all contracts in excess of U.S.  $150,000 and\n         shall obtain the approval of the Operating Committee for any contracts\n         awarded to affiliates.\n\n                          g.      The Operator will furnish and obtain\n         Operating Committee approval for AFEs for all operations (excluding\n         general and administrative activities) estimated to cost in excess of\n         U.S. $50,000.\n\n                          h.      The Operator will be entitled to make\n         emergency cash calls during a month if the Operator is required to pay\n         amounts exceeding U.S. $50,000 that were not foreseen at the time of\n         the regular monthly cash call.\n\n                          i.      The Operating Agreement will provide for\n         minimum levels of insurance coverage.\n\n                          j.      Wells, well bore operations and development\n         may be conducted as sole risk operations by fewer than all parties if\n         not approved as joint operations.  Seismic and other geophysical data\n         gathering operations may not be conducted on a sole-risk basis (except\n         as part of a sole risk well or development and except that any party\n         may individually conduct a seismic program on the Contract Area at its\n         sole expense conditioned upon it agreeing to make such data available\n         to all parties for their use).\n\n                          k.      Parties not participating in exclusive (sole\n         risk) operations will be required to pay actual costs plus cash\n         premiums of 1500% to restore their rights in any operations in which\n         they fail to participate.  The cash premiums will be payable by\n         separate letter agreement performable at a mutually-agreeable location\n         outside of Colombia.  If a party fails to restore its rights in an\n         exploitation area at the time development is approved, that party will\n         be deemed to have forfeited all interest in the exploitation area.\n\n                          l.      Reimbursements from Ecopetrol pursuant to\n         Clause 9 of the Contract will be shared by the parties in proportion\n         to the reimbursable costs actually borne by or attributed under this\n         paragraph to each.  For this purpose, each party will be considered to\n         have borne $1.2 million in reimbursable expenses at the time Huffco\n         satisfies its obligations under paragraph 2.b.\n\n                          m.      The Operator will furnish the representative\n         of the parties for the Executive Committee under the Contract and will\n         otherwise be the principal representative of the parties before\n         Ecopetrol and the Colombian Ministry of Mines and Energy.  In such\n         roles, the Operator and its representative will act only in accordance\n         with the instructions of the Operating Committee.  The Non-Operators\n         will be entitled to have personnel attend all meetings with Ecopetrol\n         and the Colombian Ministry of Mines and Energy except to the extent\n         those authorities determine otherwise.\n\n\n\n\n\n                                      -5-\n\n\n                          n.      The Operator will only be entitled to charge\n         the Joint Account for amounts contained in approved Work Programs and\n         Budgets (as they may be amended by approved AFEs) or otherwise\n         authorized under the Operating Agreement and for overruns not to\n         exceed in the aggregate 12.5% of any individual line item and 5% of\n         the entire annual budget.\n\n                          o.      Any party will be entitled to withdraw at the\n         time the Work Program and Budget is approved for the following\n         calendar year or the time the parties must elect to Ecopetrol to\n         continue into the next Contract year, whichever comes first, from all\n         of the Contract Area except existing discoveries in which that party\n         has participated, and the withdrawing party will be relieved of\n         liability for subsequent minimum work programs for exploration under\n         the terms of the Contract.\n\n                          p.      Any obligation to sell or refine oil and\/or\n         gas in the domestic Colombian market will be borne by the parties in\n         proportion to their shares of the production affected.\n\n                          q.      Any party will be entitled to elect not to\n         participate in any approved operation that can be conducted on a sole\n         risk basis.\n\n                          r.      A separate completion election will be made\n         for each well following receipt of the results of all approved tests.\n\n                          s.      The Operating Agreement will be governed by\n         the laws of Texas and disputes will be resolved pursuant to\n         arbitration in accordance with the Commercial Arbitration Rules of the\n         American Arbitration Association.\n\n                          t.      Each party will be free to assign all or a\n         part of its interest in the Contract and the Operating Agreement,\n         provided that the assignee is technically and financially competent\n         and that neither the assignor nor the assignee will be left with less\n         than a 10% Associate interest.\n\n                          u.      Each party will have a right of first refusal\n         to participate for its percentage interest share in any opportunity\n         obtained by any party to transport and market production from the\n         Contract Area for a term in excess of 180 days, subject to any\n         limitations that may be desirable to insure that the parties avoid\n         association status for U.S. tax purposes.\n\n                          v.      The Operator will be entitled to select the\n         statutory auditor for operations under the Contract.  The\n         Non-Operators will have independent audit rights.\n\n                          w.      Overhead will be charged as set forth on the\n         Accounting Procedure attached hereto as Exhibit B.  Manday rates\n         charged for timewriting employees under the\n\n\n\n\n\n                                      -6-\n\n\n         Accounting Procedure shall be limited to the actual salary and bonus\n         of those employees and pro-rata employee benefit costs.\n\nThe parties agree that the Accounting Procedure attached hereto as Exhibit B\nshall be used as the Accounting Procedure under the Operating Agreement.\n\n                 In the event of a conflict between the provisions of this\nletter and the provisions of the Operating Agreement, the provisions of this\nletter shall prevail.  Until the Operating Agreement has been executed by both\nparties, all decisions and elections with respect to the Contract and Contract\nArea arising after the date hereof must be approved by both Huffco and Harken.\n\n                 7.       The parties agree in advance that the first well to\nbe drilled under the Contract shall be a well on the El Mundo Neuvo prospect\n(the 'El Mundo Well').  The parties shall select the final well location\nfollowing evaluation of the reprocessing of seismic line HE-94-9 and the\nmodeling of seismic line HE-94-7.  If line HE-94-9 clearly identifies a\nstructurally high position with a well-defined fault cut, the El Mundo Well\nwill be located between shot points 270 and 300 on that line.  If line HE-94-7\ncontains the structural high location, the El Mundo Well will be located\nbetween shot points 250 and 270 on that line.  The parties also agree that the\nseismic program required under the second year of the Contract shall consist of\n25 km of seismic to be shot at a mutually agreeable location in the Contract\nArea (the 'Seismic Program').  Harken shall submit AFEs for both the El Mundo\nwell and the Seismic Program to Huffco under the terms of the Operating\nAgreement promptly after execution of the Operating Agreement by the parties.\nUnless the parties agree otherwise in writing or except in the event of an\nemergency, they shall not conduct further operations chargeable to the Joint\nAccount under the Contract (except the Seismic Program) until the El Mundo Well\nhas been drilled and logged and copies of the logs have been distributed to the\nparties, unless the well shall be abandoned before reaching objective depth by\nthe agreement of the parties as provided in the Operating Agreement.\n\n                 8.       Huffco may, by written notice to Harken, elect to\nwithdraw from the Contract and Operating Agreement (and, if applicable, the\nSecond Contract and the Second Operating Agreement (as defined below)) and\nreassign its interests therein to Harken at any time during the 30 day period\nfollowing the completion of drilling and logging and receipt of the well logs\nfor the El Mundo Well or the abandonment of the El Mundo Well before reaching\nobjective depth by the agreement of the parties, whichever first occurs\n('Casing Point').  Taxes, fees and similar costs charged by Ecopetrol and the\ngovernment of Colombia in connection with the approval of the reassignment or\nfor related filings, notarizations and the like shall be borne by Huffco.\nHuffco shall have no liability for costs incurred following its withdrawal,\nincluding without limitation costs for any remaining minimum work program under\nthe Contract (and Second Contract) and any remaining work program and budget\napproved under the Operating Agreement (and Second Operating Agreement), other\nthan costs to plug and abandon the El Mundo Well if it is not completed for\nproduction and any remaining costs of the Seismic Program and (if applicable)\nthe Second Contract Work Program.  In the event of its withdrawal under this\n\n\n\n\n\n                                      -7-\n\n\nparagraph 8, Huffco shall not be liable for its share of any Seismic Program\ncosts in connection with the Contract that exceed $175,000 or such other amount\nas the parties may subsequently mutually agree.  Once the Seismic Program has\nbeen completed (and, if applicable, the El Mundo Well has been plugged and\nabandoned), Harken shall send Huffco a statement showing all Joint Account\nCosts paid by Huffco pursuant to paragraph 2.b and this paragraph 8.  Within 30\ndays after receipt of the statement, Huffco shall pay to Harken in immediately\navailable funds the amount remaining, if any, after subtracting from U.S.\n$1,000,000 all such amounts previously paid by Huffco.  Neither Huffco nor\nHarken shall withdraw from the Contract and Operating Agreement prior to Casing\nPoint.\n\n                 9.       Huffco shall have a right of first refusal to acquire\nan undivided fifty percent (50%) interest in any association contract or\nsimilar agreement that Harken or its affiliates acquire within 180 days from\nthe date of this letter that includes any acreage that is contiguous to the\nContract Area (the 'Second Contract').  Should Harken or any affiliate desire\nto acquire such a contract, it shall first send notice to Huffco describing the\ncontract terms.  Huffco shall have ten (10) days from receipt of notice to\nelect to join in the Second Contract as an original party (or as an assignee if\nso required by Ecopetrol) and to bear 50% of any costs of application and of\nany mandatory first year work program required by the Second Contract (the\n'Second Contract Work Program').  If the parties both acquire interests in the\nSecond Contract, they shall enter into an operating agreement with respect to\nthe Second Contract in substantially the form of the Operating Agreement (the\n'Second Operating Agreement').\n\n                 10.      Neither Huffco nor Harken may assign, pledge,\nencumber or otherwise transfer all or any part of its rights and obligations in\nthe Contract and the Operating Agreement prior to Casing Point, except that\nHuffco may transfer its entire interest to an affiliate (but will remain liable\nfollowing such a transfer).  After Casing Point, either party may assign all or\nany part of its rights and obligations, subject to the terms of the Contract\nand the Operating Agreement.\n\n                 11.      Promptly after the execution of this letter, Harken\nshall furnish Huffco with copies of all data in its or its affiliates'\npossession, including without limitation geological and geophysical data, that\nrelates to the Contract Area, except data that it is prohibited from disclosing\nby law or third party agreement.  To the extent possible, Harken shall\nreproduce such data in-house at its cost.  If Harken cannot reproduce any data\nin-house without undue burden, it shall be deemed to have satisfied its\nobligations under this paragraph 11 if it so notifies Huffco and offers to have\nsuch data reproduced by a third party at Huffco's expense.  If this letter is\nterminated pursuant to paragraph 12, Huffco shall promptly return data received\nunder this paragraph 11 to Harken.\n\n                 12.      The obligations of the parties under this letter,\nexcept those obligations in paragraphs 13, 15, 16 and 17, shall be subject to\nreceipt of the approval by Ecopetrol and of the Colombian Ministry of Mines and\nEnergy of the transfer of the Assigned Interest to Huffco under the terms of\nthe Contract and of the form of the Assignment.  As soon as reasonably possible\n\n\n\n\n\n                                      -8-\n\n\nfollowing execution of this letter, Harken shall submit a certificate to\nEcopetrol and the Colombian Ministry of Mines and Energy requesting approval of\nthe transfer of the Assigned Interest and shall diligently pursue approval\nthereafter.  Following the receipt of such approval, the parties shall submit\nthe form of the Assignment for approval and shall diligently pursue approval\nthereafter.  If Ecopetrol or the Colombian Ministry of Mines and Energy should\nfail to approve the transfer of the Assigned Interest and the form of\nAssignment within 45 days after the date of this letter, then Huffco may, at\nits option, terminate this letter, except paragraphs 13, 15, 16 and 17, at any\ntime prior to receipt of such approvals by written notice to Harken.  In\naddition, the obligations of Harken under this letter shall be subject to\nHuffco's commencement of payment under paragraphs 2.a and 2.b within 45 days\nafter the date of this letter.  If Huffco has not commenced payment by that\ndate, then, notwithstanding whether the conditions in paragraph 3 have been\nsatisfied, Harken may, at its option, terminate this letter, except paragraphs\n13, 15, 16 and 17, at any time prior to Huffco's commencement of payment by\nwritten notice to Huffco.  Furthermore, the obligations of Huffco under this\nletter shall be subject to receipt of the executed Assignment on or before the\ndate due, failing which Huffco may, at its option, terminate this letter\n(except paragraphs 13, 15, 16 and 17) at any time prior to receipt of the\nexecuted Assignment by written notice to Harken.\n\n                 13.      Each party shall pay its own legal fees and other\ncosts and expenses (including income or profits taxes, if any) incurred by it\nin connection with the transactions contemplated by this letter.  The parties\nshall each bear one-half of any taxes (other than income or profits taxes),\nfees or similar costs charged by Ecopetrol or the government of Colombia in\nconnection with the approval of the Assignment (and any assignment of interest\nin the Second Contract to Huffco) or for related filings, notarizations and the\nlike.\n\n                 14.      The representations and warranties in paragraphs 4\nand 5 above shall survive the execution and delivery of the Assignment and the\nsatisfaction of Huffco's obligations under paragraph 2.\n\n                 15.      This letter shall be construed in accordance with,\nand the rights and obligations of the parties governed by, the laws of the\nState of Texas, U.S.A.  Each party consents to be subject to the jurisdiction\nof the courts of Texas for the limited purpose of the enforcement of this\nletter.\n\n                 16.      It is not the intention of the parties to create, nor\nshall this letter be construed as creating, a mining or other partnership or\nother association or otherwise render the parties liable as partners.  The\nliability of the parties hereto shall be several and not joint or collective.\n\n                 17.      Unless otherwise specifically provided, all notices\nunder this letter shall be given in writing and in the English language and\nshall be delivered in person or sent by courier service, telex or telecopier to\neach party at the address given below.  Notice shall be deemed given only when\nreceived by the party to whom such notice is directed.\n\n\n\n\n\n                                      -9-\n\n\n                          Huffco Group, Inc.\n                          First Interstate Bank Plaza\n                          1000 Louisiana, Suite 6700\n                          Houston, Texas  77002\n                          Attention:  David A. Trice\n                          Telecopy:  (713) 651-0119\n\n                          Harken de Colombia, Ltd.\n                          2505 North Hwy. 360, Suite 800\n                          Grand Prairie, Texas  75050\n                          Attention:  Larry E. Cummings\n                          Telecopy:  (817) 652-4463\n\nEither party may change its address for notice by delivering notice to the\nother in the manner provided for above.\n\n                 18.      This letter (including the Exhibits) constitutes the\nentire understanding of the parties with respect to the subject matter hereof\nand supersedes any prior agreements, whether written or oral.  This letter may\nbe amended only in a writing signed by both parties.\n\n                 19.      This letter shall be binding upon and inure to the\nbenefit of the parties and their respective permitted successors and assigns.\n\n                 20.      Each party agrees to execute and deliver such further\ndocuments and take such further actions as the other may reasonably request to\nconsummate and assure the effectiveness of the transactions contemplated by\nthis letter.\n\n                 21.      This letter may be executed in any number of\ncounterparts, and by different parties in separate counterparts, all of which\nshall be considered to be one agreement.\n\n\n\n\n\n                                      -10-\n\n\n                 If the foregoing accurately sets forth your understanding,\nplease execute two originals of this letter in the space provided below, retain\none fully executed original for your files, and return the other to the\nundersigned.  This proposal will expire unless a signed copy is received by the\nundersigned on or before 5:00 p.m. on Wednesday, September 14, 1994.\n\n                                           Very truly yours,\n\n                                           HUFFCO GROUP, INC.\n\n\n\n                                           By:_____________________________\n\n\nAGREED TO AND ACCEPTED\nTHIS ____ DAY OF __________, 1994\n\nHARKEN DE COLOMBIA, LTD.\n\n\n\nBy:_______________________________________\n\n\n\n\n\n                                      -11-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7721],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9623,9622],"class_list":["post-42980","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-harken-oil---gas-inc","corporate_contracts_industries-energy__exploration","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42980","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42980"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42980"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42980"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42980"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}