exv10w14






Exhibit 10.14



March 17, 2008




	 	 	 
	From: Lori Laje

	 	To: Resolute Natural Resources Company
	Contract Analyst

	 	Attn: James Kincaid
	 

	 	Odyssey Energy Services
	 

	 	320 South Boston, Suite 840
	 

	 	Tulsa, OK 74103
	 

	 	918-388-9400






	 	 	 
	Re:

	 	Western Contract No: P0803131FC
	 

	 	Resolute Natural Resources Company No:






This is to confirm the Interim Crude Purchasing Agreement between Western Refining Southwest, Inc.
(Western) and Resolute Natural Resources Company (Resolute). The following terms and conditions
should accurately describe that agreement:



Seller: Resolute



Buyer: Western



Quantity: All production either owned or controlled from Resolute’s operated leases in the
Aneth, Ratherford, and McElmo-Desert Creek Units, San Juan, Utah.



Quality: Four Comers Sweet Crude Oil



Term: Effective May 1, 2008, and shall automatically be extended thereafter on a
month-to-month basis subject to a ninety (90) day notice of cancellation, such cancellation must be
in writing.



Price: The price shall be Western’s San Juan/Paradox Basin monthly average posting for
sweet crude oil, not to be less than the calendar month average (trade days only) for the published
settlement prices of the New York Mercantile Exchange for WTI crude oil minus $6.25 per barrel.



Delivery: FOB the Aneth, Ratherford, and McElmo-Desert Creek Units, San Juan, Utah.



Title and risk of loss shall pass from Seller to Buyer as the crude enters the receiving equipment.



Division Order: Based on 100% division order less tax.



Western/Resolute Natural Resources Company

Lease Purchase Agreement — Crude

Aneth, Ratherford, and McElmo-Desert Creek

San Juan, Utah May 2008




 









 





Payment: Due and payable on the 20th day of the month which immediately follows the month
of delivery provided Seller has submitted all necessary substantiating documents incident to the
transaction for each volume delivered and an invoice for which sums are due. Payment shall be made
via wire transfer on or before the due date to a bank designated on Seller’s invoice in immediately
available federal funds.



In the event the due date falls on a Saturday or a bank holiday other than a Monday bank holiday
then payment shall be made on the next preceding bank business day. If the due date falls on a
Sunday or a Monday bank holiday then payment shall be made on the next following bank business day.



Late Payment: Any amount payable for any of the crude oil and/or products described herein
or otherwise payable by Buyer to Seller hereunder shall, if not paid when due, bear interest from
the due date (inclusive) until the date full payment is received by Seller (exclusive) at a rate
equal to the lesser of (a) one percent (1%) above the prime rate in effect at the opening of
business on the due date at the major lending institutions as quoted in the “Money Rates” section
of the Wall Street Journal, and (b) the maximum rate of interest permitted under applicable law.
Buyer shall pay such interest within five (5) calendar days following Buyer’s receipt of Seller’s
invoice for such interest via wire transfer or immediately available federal funds to Seller’s
designated bank.



Credit: Open



Audit rights: Each party shall have the right at all reasonable times, upon written
request, to audit all records of the other party pertinent to this agreement to verify such party’s
compliance with the terms and conditions of this agreement. Notwithstanding the foregoing, each
party shall be entitled to protect the confidentiality of any information that it considers
proprietary.



If any audit conducted pursuant to this section reveals that there was an inaccuracy or omission in
the invoices submitted under this agreement, the parties shall, within ten (10) days of a request
by either party therefore, meet to discuss the adjustments and/or payments that would be necessary
to correct such inaccuracy or omission; provided however, that no adjustments and/or payments shall
be made in respect of any inaccuracy or omission first alleged after the second anniversary of the
date of the invoice containing such inaccuracy or omission.



	 	 	 	 	 
	Western’s Contacts are as follows:	 	Resolute Contacts are as follows:	 	 
	 
	 	 	 	 
	Scheduling/nominations: Rosie Gil — Fax: 915-534-2653

	 	PLEASE SEND SIMILAR INFORMATION
	 	 
	Contracts/documents: Lori Laje — Fax: 915-534-2651

	 	BY RETURN FAX	 	 
	Invoice/payments: Mark Anchondo — Fax: 915-775-7817
	 	 	 	 
	Credit requirements: Mark Cox — Fax: 915-534-2652
	 	 	 	 






Miscellaneous: All other terms and conditions shall be in accordance with Conoco General Terms and
Conditions dated January 1, 1993.



Western/Resolute Natural Resources Company

Lease Purchase Agreement — Crude

Aneth, Ratherford, and McElmo-Desert Creek

San Juan, Utah May 2008




 









 





This faxed agreement, together with Conoco General Terms and Conditions dated January 1, 1993,
contains the entire agreement of the parties and there are no other promises, representations,
warranties, or reciprocal agreements affecting, incidental to, conditional upon, or related to this
agreement. No formal hard contract copy will be provided.



No amendments or modifications of this agreement shall be effective unless in writing and mutually
agreed to by both parties hereto.



Please confirm acceptance of this agreement by return fax to Attn: Lori Laje, at (915) 534-2651,
indicating your contract number and referencing ours thereon. Thank you for your help in arranging
for this crude oil agreement.



Regards,



Western Refining Southwest, Inc.



	 	 	 
	/s/ Scott D. Weaver

	 	 
	 
	 	 
	Scott D. Weaver
	 	 
	Vice President
	 	 






AGREE TO AND ACCEPTED this

17th Day of March, 2008




Resolute Natural Resources Company




	 	 	 
	/s/ James L. Kincaid, Jr.

	 	 
	 
	 	 
	Name
	 	 
	 
	 	 
	James L. Kincaid, Jr.
	 	 
	 
	 	 
	Printed Name
	 	 






AGREE TO AND ACCEPTED this

18th Day of March, 2008




Western/Resolute Natural Resources Company

Lease Purchase Agreement – Crude

Aneth, Ratherford, and McElmo-Desert Creek

San Juan, Utah May 2008