Contract
Exhibit 10.8
FIRST AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED PURCHASE AGREEMENT ("First Amendment") is dated August 12, 2011, but effective April 1, 2011 (“Effective Date”), and is by and among Xxxxxx Family Investments, LLLP, a Colorado limited liability limited partnership (“Xxxxxx”); DNR Oil & Gas, Inc., a Colorado corporation (“DNR”); Xxxxxxx Operating Company, a Colorado corporation (“Xxxxxxx”), and Xxxxxx Energy, LLC, a Colorado limited liability company (“Xxxxxx Energy”), whose collective address is 00000 X. Xxxxx, Xxxx 000, Xxxxxxxxx, Xxxxxxxx 00000; and Arête Industries, Inc., 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000, (“Buyer”). Xxxxxx Energy and DNR may be referred to collectively as “Sellers.” Sellers, Buyer, Xxxxxxx, and Xxxxxx may be referred to individually as a “Party” or collectively as the “Parties.”
RECITALS
A. The Parties executed that certain Amended and Restated Purchase and Sale Agreement dated July 29, 2011, but effective April 1, 2011 (“PSA”).
B. Article 2.1(B)(1) of the PSA required Buyer to pay Sellers, on or before August 15, 2011, the amount of Three Million Two Hundred Thousand and 00/l00 Dollars ($3,200,000.00) together with the additional amount of Five Hundred Thousand and 00/l00 Dollars ($500,000.00), plus interest at the rate set forth in the PSA on the average outstanding principal balance during the preceding month (collectively, the “First Installment Payment”).
C. Buyer now seeks, and Sellers are willing to grant, an extension of time until August 31, 2011 for Buyer to remit the First Installment Payment under the PSA.
AGREEMENT
In consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following terms:
1.0 Amendment of Article 2.1(B)(1). The Parties agree that Article 2.1(B)(1) of the PSA shall be amended to extend the deadline for the First Installment Payment to August 31, 2011. Except as expressly set forth herein, all other terms and provisions of the PSA shall remain unchanged and in full effect.
The Parties have executed this First Amendment as of August 12, 2011, effective as of the Effective Time.
|
XXXXXX FAMILY INVESTMENTS, LLLP
|
|
|
By: /s/ R. Xxx Xxxxxx
|
|
|
Name: R. Xxx Xxxxxx
|
|
|
Title: Limited Partner
|
|
|
XXXXXXX OPERATING COMPANY
|
|
|
By: /s/ R. Xxx Xxxxxx
|
|
|
Name: R. Xxx Xxxxxx
|
|
|
Title: President
|
|
|
SELLERS:
|
|
|
XXXXXX ENERGY, LLC
|
|
|
By: /s/ R. Xxx Xxxxxx
|
|
|
me: R. Xxx Xxxxxx
|
|
|
Title: Limited Partner
|
|
|
DNR OIL & GAS, INC.
|
|
|
By: /s/ Xxxx X. Xxxxx
|
|
|
Name: Xxxx X. Xxxxx
|
|
|
Title: Executive Vice President
|
|
|
BUYER:
|
|
|
ARÊTE INDUSTRIES, INC.
|
|
|
By: /s/ Xxx Xxxxxxx
|
|
|
Name: Xxx Xxxxxxx
|
|
|
Title: CEO
|
|
