ex10-1.htm


    
      M     
r. Exhibit 10.1

       

                   Don
Wilson

                   GULF
UNITED ENERGY INC.

                   5858
Westheimer Suite 850

                   Houston,
Texas 77057

    

    


    Dear    
Mr. Wilson:

     

                   We
hereby refer to our letter dated May 14, 2009 (the “May 14, 2009 Letter”), which
was signed and accepted on May 27, 2009 by Gulf United Energy, Inc. (“Gulf”)
with some modifications included by Gulf in hand writing.  Under such
letter, Cia. Mexicana de Gas Natural, S.A de C.V. (“CMGN”), made an offer to
acquire certain shares held by Gulf.

     

    The intent of this letter is to (i)
include and reflect certain additions made by Gulf in hand writing to the May
14, 2009 Letter; and (ii) to supersede and terminate the May 14,
2009     Letter.

    


    
      
        	
                1.

              	
                Offer to
      Acquire.  Subject to the terms and conditions set forth
      below, CMGN hereby submits its offer to purchase (the ”Offer”), at a price
      of US$1,000,000.00 (one million 00/100 dollars, legal tender of the United
      States of America) (the “Purchase Price”), directly or through any of its
      affiliates or designees (the “Purchase Transaction”) all, but not less
      than all, of the shares (the “Target Shares”) issued by Fermaca LNG de
      Cancun, S.A. de C.V., and Fermaca Gas de Cancun, S.A. de C.V.
      (collectively the “Companies”) owned by
Gulf.

              


      

    

    


    
      
        	
                2.

              	
                Extent of the
      Offer.

              


      

    

    


    
      
        	 	
                (a)

              	
                This
      Offer shall become effective on the date hereof and shall continue to be
      valid and effective for a term of fifteen calendar days counted from the
      date hereof (the“Offer Effective
      Period”).

              


      

    

    


    
      
        	 	
                (b)

              	
                Should
      Gulf inform in writing to CMGN the acceptance of the Offer within the
      Offer Effective Period, the parties shall close the Purchase Transaction
      within a term not exceeding 30 (thirty) calendar days counted from the
      date in which CMGN receives the written acceptance of the Offer by
      Gulf.  If within the Offer Effective Period (i) CMGN does not
      receive in writing the acceptance of the Offer by Gulf; or (ii) CMGN
      receives a notice in writing from Gulf informing of its rejection to the
      Offer; the Offer shall cease to be effective and the terms and conditions
      of this letter shall terminate
immediately.

              


      

    

    


    
      
        	 	
                (c)

              	
                Should
      the Offer be accepted as provided above, the transfer of the Target Shares
      shall take place at closing of the Purchase Transaction and Gulf shall
      take all required actions and execute all relevant documents and
      agreements (including the endorsement if property and delivery of the
      originals of the certificates evidencing the Target Shares) to effectively
      and timely transfer the Target Shares to CMGN of any of its affiliates or
      designees, free from all liens,  collateral and encumbrances and
      security interests.  At closing of the Purchase Transaction, the
      parties shall enter into all documents and agreements to achieve closing
      of the Purchase Transaction as described herein, including the signature
      of the relevant agreements and documents in order to terminate the Joint
      Venture Agreement entered into by and between CMGN and Gulf on July 15,
      2007 and all other agreements entered into by the parties, if any, and the
      parties will fully release each other from any liability under such
      agreements.  Notwithstanding the above, the Parties agree that
      the closing of the Purchase Transaction is subject to (i) negotiation of
      mutually acceptable definitive documents; and (ii) shareholder approval of
      Gulf and CMGN.  Should the closing of the Purchase Transaction
      not occur due to the failure to meet the above conditions, this Offer
      shall terminate with no damages or liabilities to either
      Party.

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	 	
                (d)

              	
                The
      Purchase Price shall be paid in 6 (six) different
      installments.  The first and last of such installments shall be
      equal to $200,000.00 (two hundred thousand 00/100 dollars, legal tender of
      the United States of America).  The other four installments
      shall be equal to $150,000.00 (one hundred and fifty thousand 00/100
      dollars, legal tender of the United States of America), each, as
      follows:

              


      

    

    


    
      
        	 	
                (i)

              	
                The
      first installment shall be paid in the date of closing of the Purchase
      Transaction;

              


      

    

    


    
      
        	 	
                (ii)

              	
                The
      second installment shall be paid not later than three calendar months
      counted from the date of closing of the Purchase
    Transaction;

              


      

    

    


    
      
        	 	
                (iii)

              	
                The
      third installment shall be paid not later than six calendar months counted
      from the date of closing of the Purchase
  Transaction;

              


      

    

    


    
      
        	 	
                (iv)

              	
                The
      fourth installment shall be paid not later than nine calendar months
      counted from the date of closing of the Purchase
    Transaction;

              


      

    

    


    
      
        	 	
                (v)

              	
                The
      fifth installment shall be paid not later than twelve calendar months
      counted from the date of closing of the Purchase Transaction;
      and

              


      

    

    


    
      
        	 	
                (vi)

              	
                The
      sixth installment shall be paid not later than fifteen calendar months
      counted from the date of closing of the Purchase
    Transaction.

              


      

    

    


    3.  Good
Faith.  The parties hereto agree to cooperate with each other
reasonably and in good faith with aim of closing the Purchase Transaction as
promptly as practicable.

     

    
      4.  Confidentiality;
Publicity.  Without our prior written approval you will not,
and will cause your stockholders, members, partners, officers, directors,
employees, board members, advisors, agents, counsel, accountants, affiliates and
representatives (collectively, “Representatives”) not to, make any release to
the press or make any statement to any other person with respect to either the
fact that this Offer was made or to the fact that discussions or negotiations
are taking place concerning the Purchase Transaction or the existence of
contents of this Offer, except (i)where you are compelled to disclose to your
governmental regulators or by judicial or administrative process of by other
requirements of applicable law or regulation, and (ii) for disclosure to you
Representatives who legitimately need to know information in connection with the
Purchase Transaction (all of whom shall be instructed to keep such disclosures
confidential).

    

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
      5.  Termination.  This Offer
shall terminate on the earlier of (i) the receipt by CMGN of a written notice
from Gulf informing of its rejection to accept the Offer within the Offer
Effective Period; or (ii) the expiration of the Offer Effective Period without
having CMGN received the written acceptance by Gulf of the
Offer.  Obligations set forth in Section 4 above, shall survive the
termination hereof for a period of 3(three) years counted from the date of
termination hereof.

    

                        

    6.  Previous
Agreement.  This Offer fully supersedes and terminates the
terms and conditions of the offer included in the May 14, 2009
Letter.

     

    
      7.  Jurisdiction
and Choice of Law. 
This
Offer shall be governed and construed in accordance with the laws of the State
of New York, without giving effect to the conflicts of laws and principles
thereof (other than General Obligations Laws sections 5-1401 and
5-1402).  The parties agree that any action related to this letter
agreement shall be brought and maintained only in a Federal court of competent
jurisdiction located in the New York, N.Y.  Each party consent to the
jurisdiction and venue of such courts and waives any right to object to such
exclusive jurisdiction and venue.  Each party waives, to the fullest
extent permitted by applicable law, any right either party has to a trial by
jury in any legal proceeding directly or indirectly arising out of or related to
this letter agreement (whether based in contract, tort or any other
theory).

      


      8.  Miscellaneous.  Should you
have any questions regarding us, or this Offer, please contact Mr. Fernando
Calvillo at (0155) 51486700.  If you agree with the terms indicated in
the Offer, please so signify by executing the enclosed copy of this Offer in the
space provided and deliver it to us.

    

    


    
      
        	 
      	
                Sincerely,

              
	 
      	 
      
	 
      	
                Cia.
      Mexicana de Gas Natural, S.A. de C.V.

              
	 
      	 
      
	 
      	
                By:
      /S/ FERNANDO
      CALVILLO ALVAREZ

              
	 
      	
                Name:
      Fernando Calvillo Alvarez

              
	 
      	
                Title:  Attorney-in-fact

              


      

    

    


    Accepted
and agreed:

    


    Gulf
United Energy, Inc.

     

    By:  /S/ DON W.
WILSON

           Name:  Don
W. Wilson

           Title:
Attorney-in-fact

     

    Date:  June
8,
2009.                

    
      
        
        

      

      
        -3-