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EXHIBIT 10.4
[SAGESTONE CAPITAL MANAGEMENT LETTERHEAD]
October 20, 2000
GMX Resources, Inc.
One Benham Place
9400 North Broadway
Oklahoma City, Oklahoma 73114
Attn: Ken L. Kenworthy
Gentlemen:
We have today transferred to you the following assets in exchange for
$230,000 in cash:
1. 22,000 shares of Series B Preferred Stock of GMX Resources, Inc.
2. 220,683 shares of Common Stock of Transtech Resources, Inc. of which
20,134 shares are represented by a lost certificate number 165.
3. All rights of EEP to any further distributions araising from the
bankruptcies of Petroleum Production Management, Inc. and Overland
Resources Management, Inc.
In that connection, we would like to confirm the following:
1. The assets are conveyed to you without any representation or warranty
or of any type save only a warranty that the assets are conveyed free
and clear of any claims, liens or encumbrances of any kind.
2. You have assured us that the balance sheet and income statement
delivered to us concurrently herewith present the financial condition
of GMX Resources as August 31, 2000 and for the eight month period
indicated thereon, that the statements have been prepared in
accordance with Generally Accepted Accounting Principles, consistently
applied, and that since the date thereof there have been no material
adverse changes in the business or business prospects of GMX
Resources.
3. You have assured us that the purchase of assets and payment of cash
therefor are within the power and authority of GMX Resources, Inc. and
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have been duly authorized by all necessary corporate action of GMX
Resources, Inc.
4. The Equity Fund of Commonfund will cooperate with you to obtain from
Transtech Resources, Inc. a newly issued certificate representing the
lost certificate for 20,134 shares of Common Stock being sold
concurrently therewith.
Please indicate your concurrence with the foregoing by countersigning and
returning to us the enclosed copy of this letter.
Very Truly Yours,
Endowment Energy Partners, L.P
by Fairfield Partners Management LLC, General Partner
by Sagestone Capital Management, LLC
Its Attorney in Fact
by: /s/ Scott D. Josey
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Scott D. Josey, Managing Director
Endowment Energy Partners II, L.P
by Fairfield Partners Management LLC, General Partner
by Sagestone Capitol Management, LLC
Its Attorney in Fact
by: /S/ Scott D. Josey
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Scott D. Josey, Managing Director
The Common Fund by Nonprofit Organizations
for the account of its Multi-Strategy Equity Fund
by Fairfield Partners Management LLC, Attorney in Fact
by Sagestone Capital Management, LLC
Its Attorney in Fact
by: /s/ Scott D. Josey
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Scott D. Josey, Managing Director
AGREED AND CONFIRMED:
GMX Resources, Inc.
/s/ Ken L. Kenworthy, Jr.
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Ken L. Kenworthy, Jr.
President
