Attached files
| file | filename |
|---|---|
| 8-K - TXCO Resources Inc | v174664_8k.htm |
| EX-3.2 - TXCO Resources Inc | v174664_ex3-2.htm |
| EX-3.1 - TXCO Resources Inc | v174664_ex3-1.htm |
| EX-99.2 - TXCO Resources Inc | v174664_ex99-2.htm |
FIRST
AMENDMENT TO
PURCHASE
AND SALE AGREEMENT
This
First Amendment to Purchase and Sale Agreement (the “Amendment”)
is made and entered into the 11th day of
February, 2010 and effective as of the Effective Date (as defined in the
Purchase Agreement), by and between TXCO RESOURCES INC., a Delaware corporation, TXCO ENERGY CORP., a Texas corporation, TEXAS TAR SANDS INC., a Texas
corporation, OUTPUT ACQUISITION
CORP., a Texas corporation, OPEX ENERGY, LLC, a Texas
limited liability company, CHARRO ENERGY, INC., a Texas
corporation, TXCO DRILLING
CORP., a Texas corporation, EAGLE PASS WELL SERVICE,
L.L.C., a Texas limited liability company, PPL OPERATING, INC., a Texas
corporation, MAVERICK GAS
MARKETING, LTD., a Texas limited partnership, and MAVERICK-DIMMIT PIPELINE,
LTD., a Texas limited partnership, (collectively, the
“Sellers”),
and NEWFIELD
EXPLORATION COMPANY, a Delaware corporation and ANADARKO E&P COMPANY LP, a
Delaware limited partnership (collectively, the “Purchasers”). Each
Seller and Purchaser is sometimes
referred to individually as a “Party” and
collectively as the “Parties.”
WITNESSETH:
WHEREAS,
Sellers and Purchasers entered into that certain Purchase and Sale Agreement,
dated January 11, 2010 (the “Purchase
Agreement”), for the sale and purchase of the Assets (as defined in the
Purchase Agreement) of Sellers (capitalized terms used but not defined herein
shall have the meanings set forth in the Purchase Agreement); and
WHEREAS,
Sellers and Purchasers have agreed to modify the Purchase Agreement in certain
respects, all as more particularly set forth in this Amendment to (i)
memorialize the amendment to the Purchase Agreement set forth in Section 1.100
of the Second Amended Plan of
Reorganization for TXCO Resources Inc., et al., Debtors and
Debtors-in-Possession based on Sale of the Debtors’ Assets (the “Plan”),
(ii) memorialize the amendment to the Purchase Agreement set forth in Paragraph
69 of the Order Confirming
Second Amended Plan of Reorganization for TXCO Resources Inc., et al., Debtors
and Debtors-in-Possession based on Sale of the Debtors’ Assets entered in
the Bankruptcy Court on January 29, 2010
(the “Order”),
(iii) supplement or amend certain Exhibits and Schedules to the Purchase
Agreement; and (iv) set forth certain specific assets to be retained by the
Sellers and not acquired by the Purchasers at Closing;
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as follows:
1. The
Purchase Agreement is hereby amended by deleting the term “final calculation”
from the first sentence of Section 9.4(b),
and replacing it with the term “estimated calculation.”
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-
2. Section
1.2 of
the Purchase Agreement is hereby amended by deleting the word “and” at the end
of Section 1.2(l), replacing the period with “; and” at the end of Section
1.2(m), and adding the following as new Section 1.2(n):
“(n) all
rights, including, without limitation, those relating to claims, actions, causes
of action, choses in action, rights of recovery, rights of setoff and rights of
recoupment of any kind or character, in connection with the confidentiality
agreements, to the extent applicable to the Properties or the production of
Hydrocarbons of the Properties, including, without limitation, those listed in
Section 12 of Exhibit
A-3, whether arising or relating to any period prior to or after the
Effective Time; and
3. Section
1.3(e) of the Purchase Agreement is hereby amended by deleting the text
in the parenthesis and replacing it with “other than the claims or causes of
action described in Section 1.2(n) or
those for proceeds to with the Purchasers are entitled under Section
1.4(b).”
4. Exhibit A-3 to the
Purchase Agreement is hereby amended as set forth on Exhibit A-3
Supplement attached hereto.
5. Exhibit A-6 to the
Purchase Agreement is hereby (i) amended by replacing the TXCO Surface and Right
of Way Agreements schedule incorporated by reference on Exhibit A-6 with the
TXCO Surface and Right of Way Agreement schedule attached hereto, and (ii)
amended to add those leases set forth on Exhibit A-6
Supplement attached hereto.
6. Exhibit A-7 to the
Purchase Agreement is hereby deleted in its entirety and is replaced with the
Exhibit A-7
attached hereto.
7. Pursuant
to Section 12.12 of the Purchase Agreement, Newfield hereby assigns Newfield’s
right and obligation under the Purchase Agreement to acquire and take assignment
of those Leases set forth on Exhibit C attached hereto, together with all
related Assets, to Newfield Maverick Basin LLC (“Newfield Sub”), a wholly owned
subsidiary of Newfield. Sellers and Anadarko hereby consent to such assignment;
provided, however, that (i) such assignment shall not release Newfield from its
obligations under the Purchase Agreement with respect to such Leases or related
Assets, (ii) Newfield shall be jointly and severally liable with Newfield Sub
for all liabilities and obligations of Newfield Sub under the Purchase Agreement
and any document, instrument or agreement entered into under or pursuant to the
Purchase Agreement relating to such Leases and related Assets, and (iii) such
Leases and related Assets, shall continue to be “Assumed Obligations” and
“Newfield Assets” under the Purchase Agreement.
8. Except
as modified by this Amendment, all other terms, conditions, covenants,
representations and warranties contained in the Purchase Agreement shall remain
unchanged and in full force and effect and are hereby ratified by the Purchasers
and Sellers. Upon execution of this Amendment, all references to the
Agreement in the original Purchase Agreement shall be deemed to refer to the
Agreement as amended by this Amendment.
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-
9. This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.
[Signature
Page Follows]
IN
WITNESS WHEREOF, Sellers and Purchasers have caused this First Amendment to
Purchase and Sale Agreement to be executed effective as of the Effective
Date.
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SELLERS:
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TXCO
RESOURCES INC.
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By:
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/s/ James E. Sigmon
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||
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Name:
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James
E. Sigmon
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Title:
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Chairman
and Chief Executive Officer
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TXCO
ENERGY CORP.
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By:
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/s/ James E. Sigmon
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Name:
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James
E. Sigmon
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||
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Title:
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Chairman
and Chief Executive Officer
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TEXAS
TAR SANDS INC.
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By:
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/s/ James E. Sigmon
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Name:
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James
E. Sigmon
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Title:
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Chairman
and Chief Executive Officer
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OUTPUT
ACQUISITION CORP.
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By:
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/s/ James E. Sigmon
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Name:
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James
E. Sigmon
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Title:
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Chairman
and Chief Executive Officer
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OPEX
ENERGY, LLC
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By:
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/s/ James E. Sigmon
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Name:
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James
E. Sigmon
|
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Title:
|
Chairman
and Chief Executive
Officer
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Signature
Page to First Amendment to Purchase and Sale Agreement
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CHARRO
ENERGY, INC.
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By:
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/s/ James E. Sigmon
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Name:
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James
E. Sigmon
|
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Title:
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Chairman
and Chief Executive Officer
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TXCO
DRILLING CORP.
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By:
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/s/ James E. Sigmon
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Name:
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James
E. Sigmon
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Title:
|
Chairman
and Chief Executive Officer
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EAGLE
PASS WELL SERVICE, L.L.C.
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By:
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/s/ James E. Sigmon
|
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Name:
|
James
E. Sigmon
|
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Title:
|
Chairman
and Chief Executive Officer
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PPL
OPERATING, INC.
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By:
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/s/ James E. Sigmon
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Name:
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James
E. Sigmon
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Title:
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Chairman
and Chief Executive Officer
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MAVERICK
GAS MARKETING, LTD.
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By:
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/s/ James E. Sigmon
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Name:
|
James
E. Sigmon
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Title:
|
Chairman
and Chief Executive Officer
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MAVERICK-DIMMIT
PIPELINE, LTD.
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By:
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/s/ James E. Sigmon
|
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Name:
|
James
E. Sigmon
|
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Title:
|
Chairman
and Chief Executive
Officer
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Signature
Page to First Amendment to Purchase and Sale Agreement
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PURCHASERS:
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ANADARKO
E&P COMPANY LP
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By:
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/s/ Joseph F. Carroll
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Name:
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Joseph
F. Carroll
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Title:
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Attorney-in-fact
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Signature
Page to First Amendment to Purchase and Sale Agreement
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NEWFIELD
EXPLORATION COMPANY
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By:
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/s/ William D. Schneider
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Name:
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William
D. Schneider
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Title:
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Vice
President - Onshore
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Gulf
Coast & International
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Signature
Page to First Amendment to Purchase and Sale Agreement