EXHIBIT 2.2
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
DATED FEBRUARY 28, 2007
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "Amendment")
is dated February 28, 2007, by and between Galaxy Energy Corporation ("Galaxy"),
Dolphin Energy Corporation (hereinafter jointly referred to as "Seller" or
"Party") and PetroHunter Operating Company ("Buyer" or "Party") and PetroHunter
Energy Corporation. Buyer, Seller and PetroHunter Energy Corporation may be
referred to herein collectively as "Parties".
In connection with PetroHunter Energy Corporation's efforts to obtain
financing, the Parties agree to amend the Purchase and Sale Agreement dated
December 29, 2006 by and between the Parties (the "Purchase and Sale Agreement")
as follows. Defined terms used in the Purchase and Sale Agreement are
incorporated herein by reference.
1. Section 2.7 of the Purchase and Sale Agreement shall be deleted in
its entirety, and replaced with the following: "The Closing shall take place on
a mutually agreeable date on or before March 31, 2007 (with the actual date of
Closing being the "Closing Date"). The Closing will be held at 10:00 a.m. at the
offices of Buyer at 0000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx."
2. The penultimate sentence in Section 2.3 shall be deleted in its
entirety, and replaced with the following two sentences: "Any Party may
terminate this Agreement, effective upon written notice to the other Parties, if
the Closing has not occurred by March 31, 2007. If the Seller is unable to
obtain the consent of its senior secured lenders to the sale of the Properties
under the specific terms of this Agreement, the Seller may terminate this
Agreement by giving written notice of such termination to the Buyer no later
than ten days prior to the Closing, accompanied by documentary evidence of such
senior secured lenders' written non-consent."
Except as set forth in this Amendment, all terms and conditions of the
Purchase and Sale Agreement are to remain in full force and effect.
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT is executed by
each Party to be effective as of the date first captioned above.
DOLPHIN ENERGY CORPORATION PETROHUNTER OPERATING COMPANY
By: /s/ XXXXXXX X. XXXXXXXXXX By: /s/ XXXXX X. XXXXX
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Xxxxxxx X. Xxxxxxxxxx, Secretary Xxxxx X. Xxxxx, Vice President
and General Counsel
GALAXY ENERGY CORPORATION PETROHUNTER ENERGY CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxx, Vice President
Senior Vice President and and General Counsel
Chief Financial Officer
250488.02
