October 31, 2000
Crown Asphalt Products Company
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Re: Agreement to Purchase Property
Gentlemen:
This letter, when executed by you and returned to the undersigned,
shall evidence the Agreement between Refinery Technologies, Inc. ("RTI") and
Crown Asphalt Products Company ("CAPCO") for the assignment of certain leases
and the sale of certain real property as described in Exhibit "A" attached
hereto (the "Property"). CAPCO desires to purchase, and RTI desires to sell, the
Property, including the building, fixtures and improvements thereon, located at
the south end of the Cowboy Asphalt Terminal ("CAT") property, except the
property known as the Cardlock Service Station, as more fully described in the
Exhibit "B" attached hereto (the "Cardlock Property") consisting of less than
two acres alone 2561 South at approximately 0000 Xxxx xx Xxxxx Xxxxx, Xxxx.
1. The purchase price to be paid by CAPCO to RTI for the property
is $280,750.00 ("Purchase Price").
2. CAPCO will pay RTI a down payment of $16,000 at Closing (the
"Down Payment"), and will execute a Promissory Note and Trust
Deed for the balance of the balance of the Purchase Price. The
Promissory Note will provide for interest at eight percent
(8%) per annum and will have a ten (10) year term, with the
principal and interest payments made to RTI on a monthly
basis.
3. RTI will execute and deliver to CAPCO a Quit Claim Deed
transferring to CAPCO the Property described in Exhibit "A"
located at the south end of the CAT property.
4. Closing will be effective as of November 17, 2000.
5. RTI will prepare the formal agreements evidencing this
transaction. Both RTI and CAPCO will use their best efforts to
negotiate the formal agreements in good faith and to complete
the transaction by such Closing.
6. All leases, agreements and rents currently related to the
Property which have not previously been assigned to CAT other
Crown Asphalt Products Company
October 31, 2000
Page 2
than as set forth below, will be assigned to CAPCO effective
at Closing. RTI will provide the necessary assistance in
effecting such transfer.
7. This Agreement and the Assignment of Leases shall not affect
RTI's interest as Lessor in the Lease to Genesis Petroleum
("Genesis Lease"), or in any extension or renewal thereof, as
more fully described on Exhibit "D" to the Assignment and
Agreement dated September 11, 1998 (the "Assignment and
Agreement").
8. This Agreement is not subject to RTI holding clear title to
the Property. The Property is subject to a Deed of Trust given
by CAT as Trustor to Xxxxxxx/Xxxxxxx. CAT is the record title
holder of the CAT property, including the property which is
the subject of this Letter Agreement, and has held such title
since approximately January 7, 1999. CAT has not deeded the
Property to RTI as contemplated by RTI's interest in the
Property is set forth in the Assignment and Agreement.
9. Upon a dissolution of CAT, RTI will retain the right to the
distribution of CAT's assets as provided for in Paragraph 5 of
the Assignment and Agreement.
10. In the event CAT elects to sell the Property and CAPCO does
not exercise its right to purchase as provided in Paragraph 6
of the Assignment and Agreement, which right is assigned to
CACPO hereunder, CAPCO will immediately offer such right to
purchase to RTI.
11. In the event the members of CAT desire to withdraw from CAT
and, (i) the other member does not exercise its right to
purchase the withdrawing member's units of membership
interests in CAT; and (ii) thereafter CAPCO does not elect to
acquire such interest as provided for in Paragraph 7 of the
Assignment and Assumption, which right is assigned to CAPCO
hereunder; CAPCO will immediately offer such right to acquire
the units of membership in CAT to RTI.
Please evidence the acceptance of the foregoing terms and conditions by
RTI with the execution in the space provided below.
Sincerely,
REFINERY TECHNOLOGIES, INC.
Xxxx X. XxXxxxx, VP President
Acknowledged, agreed and accepted this 17th day of November, 2000.
CROWN ASPHALT PRODUCTS COMPANY
Xxx Xxxxxx, President
