EXHIBIT 10.122
[LOGO OF WOOD ROBERTS, LLC. APPEARS HERE]
WOOD ROBERTS, LLC.
Investment Banking
Louisiana Place, Suite 3150
1201 Louisiana Street
Houston, Texas, U.S.A. 77002
Tel: +1-713-751-9300 E-mail: woodrob@usa.pipline.com Fax: +1-713-751-9400
July 22, 1996
Mr. Jeffrey T. Wilson
President
Latex Resources, Inc.
4200 East Skelly Drive, Suite 1000
PO. Box 702373
Tulsa, Oklahoma 74170
Re: Refinancing
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Dear Jeff,
Wood Roberts, LLC. and Wood Roberts, Inc. (jointly "Wood Roberts") have
introduced Latex Resources, Inc. ("Latex") to various banks and financial
institutions with a view to such banks and financial institutions refinancing
the current debt to Bank of America and other debt of Latex (the "Latex Debt")
including but not limited to: Midland Bank (also known as HSBC); Union Bank of
California; and Rothschild - Denver. Wood Roberts has advised and continues to
advise Latex upon the terms and structure of such refinancing. All such banks
and financial institutions introduced to Latex by Wood Roberts other than those
specified above are or will be noted and acknowledged in addenda to this letter
agreement (the "Agreement").
The Agreement supersedes and replaces any and all previous agreements relating
to the subject matter hereof. It contains the terms of that certain agreement
titled "Engagement Agreement (Corporate Financial Advisory Agreement)" entered
into on August 5, 1994, by and between Latex and Wood Roberts, Inc. relating to
fees payable by Latex upon the provision of debt and is a ratification and
acceptance of such terms.
Upon the closing of an agreement to refinance the Latex Debt, Latex shall pay to
Wood Roberts, LLC. a fee equal to 0.5% (one half of one percent) of the amount
of the refinancing facility so agreed. Such fee shall be paid at the closing of
the agreement to refinance and shall be paid by check or by wire transfer for
value immediately upon presentation or receipt.
Latex shall reimburse Wood Roberts' expenses, as pre-approved by Latex and as
related directly to the aforementioned transaction.
Reference 4.29 (ix) Contacts: Brokerage or Finder's Agreements Page 3 of 10
[LOGO OF WOOD ROBERTS, LLC. APPEARS HERE]
July 22, 1996
Mr. Jeffrey T. Wilson
Page 2
Wood Roberts undertakes to keep confidential any documents, data or other
information received by it from Latex.
The Agreement is a binding and non-negotiable document and shall be disclosed by
Latex to Alliance Resources, Inc. ("Alliance"). In the event that an agreement
to refinance the Latex Debt is not entered into prior to the closing of the
merger of Latex and Alliance, the Agreement shall be made part of the closing
documentation of the merger and Latex shall cause the Agreement to be ratified
by Alliance and all fees specified herein to be paid by the surviving entity of
the merger at the closing of any subsequent agreement to refinance the Latex
Debt.
If the above is in accordance with your understanding please signify your
acceptance by signing and dating one copy of this document in the spaces
provided below and returning it to Wood Roberts, LLC. at the letterhead address.
Very truly yours,
/s/ John L. Ogden
John L. Ogden
Managing Director
ACCEPTED:
Latex Resources, Inc.
By: /s/ Jeffrey T. Wilson 7/25/96
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Jeffrey T. Wilson, President Date
Reference 4.29 (ix) Contacts: Brokerage or Finder's Agreements Page 4 of 10