FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit 2.4
Execution Version
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement (this “Amendment”), is dated July 3, 2023, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings, “Seller”), on the one part, and JAVELIN EF L.P., a Delaware limited partnership (“Purchaser”), on the other part. Purchaser and Seller are each a “Party” and collectively the “Parties.”
WHEREAS, the Parties entered into that certain Purchase and Sale Agreement dated May 2, 2023 (as amended, supplemented, restated or otherwise modified from time to time, the “Purchase Agreement”); and
WHEREAS, the Parties desire to amend the Purchase Agreement and acknowledge certain matters as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and in the Purchase Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound by the terms hereof, hereby agree as follows:
1.Certain Definitions. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings set forth for such terms in the Purchase Agreement.
2.Supplement to Exhibit A-1 (Leases). Exhibit A-1 to the Purchase Agreement is hereby supplemented to include the Leases listed on Exhibit A-1 attached hereto.
3.Supplement to Exhibit A-3 (Surface Interests). Exhibit A-3 to the Purchase Agreement is hereby supplemented to include the Surface Interests listed on Exhibit A-3 attached hereto.
4.Amendment to Exhibit A-6 (Certain Excluded Assets). Exhibit A-6 to the Purchase Agreement is hereby deleted in its entirety and replaced in its entirety with the Exhibit A-6 attached hereto.
5.Amendment to Schedule 1.1(b) (Specified Midstream Contracts). Schedule 1.1(b) to the Purchase Agreement is hereby deleted in its entirety and replaced in its entirety with the Schedule 1.1(b) attached hereto.
6.Amendment to Schedule 1.1(e) (Specified Matters). Schedule 1.1(e) to the Purchase Agreement is hereby deleted in its entirety and replaced in its entirety with the Schedule 1.1(e) attached hereto.
7.Amendment to Schedule 5.11(a) (Material Contracts). Schedule 5.11(a) to the Purchase Agreement is hereby amended by removing the following Contracts from such schedule:
[Redacted].
8.Supplement to Schedule 5.13 (Consents and Preferential Purchase Rights). Schedule 5.13 to the Purchase Agreement is hereby supplemented to include the following:
[Redacted].
9.Amendment to Schedule 5.19 (Credit Support). Schedule 5.19 to the Purchase Agreement is hereby deleted in its entirety and replaced in its entirety with the Schedule 5.19 attached hereto.
10.Amendment to Schedule 7.17 (Blanket Agreement Confirmation). Schedule 7.17 to the Purchase Agreement is hereby deleted in its entirety and replaced in its entirety with the Schedule 7.17 attached hereto.
11.[Redacted].
12.Form P-4s. Notwithstanding Section 9.2(g) and Section 9.3(g) in the Purchase Agreement, the Parties agree to work in good faith to prepare and file all necessary Texas Railroad Commission Form P-4s within thirty (30) days after Closing.
13.Specified Consent Requirements. Seller acknowledges and agrees that, to the extent Seller has expressly agreed in writing to make a payment to a Third Party in connection with a Specified Consent Requirement, Seller shall timely make such payments post-Closing.
14.Ratification. From and after the date of this Amendment, all references to the Purchase Agreement set forth therein or in any other agreement or instrument shall, unless otherwise specifically provided, be references to the Purchase Agreement as amended by this Amendment and as may be further amended, modified, restated or supplemented from time to time by the parties. This Amendment shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Purchase Agreement, except as expressly set forth herein. As amended hereby, the Purchase Agreement shall continue in full force and effect according to its terms.
15.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one Amendment. Either Party’s delivery of an executed counterpart signature page by email is as effective as executing and delivering this Amendment in the presence of the other Party. No Party shall be bound until such time as all of the Parties have executed counterparts of this Amendment.
16.Incorporation. The provisions of the following Sections of the Purchase Agreement are hereby incorporated into this Amendment, mutatis mutandis: Sections 13.2 through 13.11, Section 13.13, 13.14, and 13.16.
[Remainder of Page Left Intentionally Blank; Signature Page Follows.]
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IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first above written.
SELLER:
MESQUITE COMANCHE HOLDINGS, LLC
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
SN EF MAVERICK, LLC
By: /s/ B. Xxxxx Xxxx
Name: B. Xxxxx Xxxx
Title: Authorized Signatory
Signature Page to First Amendment to Purchase and Sale Agreement
PURCHASER:
JAVELIN EF L.P.
By: Javelin EF GP LLC, its general partner
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President and Chief Executive Officer
Signature Page to First Amendment to Purchase and Sale Agreement
