FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT October 31, 2007
Exhibit
2.5
FOURTH
AMENDMENT TO PURCHASE AND SALE AGREEMENT
October
31, 2007
TO: |
ERG
Resources, L.L.C.
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FROM: |
CrossPoint
Energy
Holdings, LLC
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SUBJ: |
Purchase
and Sale Agreement dated as of August 22, 2007, effective as of July
1,
2007, between CrossPoint Energy Holdings, LLC, a Texas limited liability
company, and ERG Resources, L.L.C., a Texas limited liability company,
or
its assigns (as amended by the First, Second and Third Amendments
and this
Amendment, the “PSA”).
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1. |
All
terms defined in the PSA have the same meaning when used
herein.
|
2. |
The
Effective Date shown on the first page of the PSA and in the definition
of
“Effective Date” in Section 21 is changed to October 1,
2007.
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3. |
In
Section 2.a of the PSA, “Sections 1.b., 1.c. and 1.d.” is changed to
Sections 2.b., 2.c. and 2.d. and
2.e.”
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4. |
Clauses
(d) and (f) of Section 2.d. of the PSA are
deleted.
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5. |
The
following provisions are added to the PSA as a new Section
2.e:
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The
Subject Interests include all rights, titles and interests of Seller under
the
TEPI Agreement, and are subject to all burdens, reservations and obligations,
under the TEPI Agreement, including all leases and assignments earned pursuant
to the TEPI Agreement. Included within Seller’s rights, titles and interests
under the TEPI Agreement are all of Seller’s right, title and interest in and to
the Seismic Data and Seller’s right, title and interest in the ownership and
licensing of the Seismic Data pursuant to the TEPI Agreement.
6. |
The
Section of the PSA numbered “2.e.” prior to this Fourth Amendment is
renumbered to Section 2.f.
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7. |
Section
3 of the PSA is amended to reduce the Purchase Price to Two Million
One
Hundred Fifty Thousand Dollars
($2,150,000).
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8. |
Section
3.c. of the PSA is amended to delete “, including the Seismic Data
Contracts,” from the third line
thereof.
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9. |
Section
19 of the PSA is amended to add the following at the end
thereof:
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Any
public announcement or similar publicity is subject to the provisions of Article
8.9 of the TEPI Agreement.
10. |
Section
21 of the PSA is amended to revise the definition of “Seismic Data,” to
change the words “101 square miles” to “106 square
miles.”
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11. |
Section
21 of the PSA is amended to revise the definition of “Subject Interests, ”
“Subject Lands” and “Subject Leases” to change the reference to “Section
1” to “Section 2”.
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12. |
Section
21 of the PSA is amended to revise the definition of “Retained Assets” to
delete subsection (a).
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13. |
Section
21 of the PSA is amended to delete the definition of
“Seitel”.
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14. |
Section
21 of the PSA is amended to delete the definition of “Committed License
Grant”.
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15. |
Section
22 of the PSA is deleted.
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16. |
All
of the terms, conditions, provisions and covenants of the PSA, as
amended
by this Amendment, are incorporated herein by reference, and the
PSA, as
amended by this Amendment, shall continue in full force and effect
in
accordance with the terms thereof and
hereof.
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17. |
This
Amendment may be executed in any number of counterparts, all of which
taken together shall constitute one and the same Amendment, and any
of the
parties to this Amendment may execute this Amendment by signing any
of the
counterparts. Copies of the execution copy of this Amendment with
one or
more signatures sent by facsimile transmission or as a “PDF” (portable
document file) attached to an electronic mail message will be fully
enforceable without a manually executed
original.
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EXECUTED
AS OF THE DATE FIRST ABOVE STATED.
CROSSPOINT ENERGY HOLDINGS, LLC | ERG RESOURCES, L.L.C. | ||
By: /s/ Xxxxxx X. Xxxxxxx |
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By: /s/ Xxxxx X. Xxxx | |
Xxxxxx
X. Xxxxxxx, President
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Xxxxx
X. Xxxx, Manager
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