FOURTH AMENDMENT OF PURCHASE AND SALE AGREEMENT
Exhibit 2.1
FOURTH AMENDMENT OF PURCHASE AND SALE AGREEMENT
This Fourth Amendment of Purchase and Sale Agreement (the “Amendment”) dated July 31, 2013, is made by and among Gastar Exploration Texas, LP (“Seller”), Gastar Exploration USA, Inc. (“Seller Guarantor”) and Cubic Energy, Inc. (“Buyer”). Buyer and Seller are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party”.
WHEREAS, the Parties and Seller Guarantor executed a Purchase and Sale Agreement (the “Original PSA”) on April 19, 2013; and
WHEREAS, the Parties and Seller Guarantor amended the Original PSA through (i) that certain First Amendment of Purchase and Sale Agreement dated June 11, 2013 (the “First Amendment”), (ii) that certain Second Amendment of Purchase and Sale Agreement dated June 27, 2013 (the “Second Amendment”), and that certain Third Amendment of Purchase and Sale Agreement dated July 11, 2013 (the “Third Amendment”) (the Original PSA as amended by the First Amendment, the Second Amendment, and the Third Amendment is hereinafter referred to as the “PSA”). Capitalized terms used but not defined herein shall have the meanings given such terms in the PSA. All references to “Section” are references to sections in the PSA.
WHEREAS, the undersigned desire to further amend the PSA as provided herein by executing this Amendment.
NOW, THEREFORE, for and in consideration of the mutual promises contained in this Amendment, the benefits to be derived by each party hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties and Seller Guarantor agree as follows.
1. | PSA Amendment. |
(a) | Section 9.01 of the PSA is hereby amended by deleting the words, “July 31, 2013” and replacing such words with “August 16, 2013; with an additional option to extend to August 30, 2013” as described below. |
(b) | Section 3.02(a) of the PSA is hereby amended by deleting the section in its entirety and replacing it with the following language: |
Prior to the execution of this Agreement, Buyer deposited by wire transfer in same day funds with Seller the sum of Two Million Three Hundred Thousand Dollars ($2,300,000.00), representing 5% of the Purchase Price (the “Initial Deposit”). Before end of business on July 31, 2013, Buyer shall deposit by wire transfer in same day funds with Seller an additional sum of One Million One Hundred Fifty Thousand Dollars ($1,150,000.00), representing an additional 2.5% of the Purchase Price (the “Additional Deposit”, together with the Initial Deposit and the Extension Deposit (if applicable), the “Deposit”). If Closing occurs, the Deposit shall be applied toward the Purchase Price at the Closing.
At the election of Buyer, the closing date can be extended to August 30, 2013 with the payment of an additional One Million One Hundred Fifty Thousand Dollars ($1,150,000.00) (the “Extension Deposit”) to Seller no later than the end of business on August 16, 2013 (the “Seller Elected Option”).
(c) | Section 11.01(b) of the PSA is hereby amended by deleting the words, “July 31, 2013” and replacing such words with “August 16, 2013, to be extended to August 30, 2013 pursuant to the Seller Elected Option.” |
2. | Confirmation. Except as otherwise provided herein, the provisions of the PSA shall remain in full force and effect in accordance with their respective terms following the execution of this Amendment. |
3. | Amendment. This Amendment may be amended only by an instrument in writing executed by all Parties. |
4. | Entire Agreement. This Amendment, the PSA, the Confidentiality Agreement, and the documents to be executed pursuant hereto and thereto, and the exhibits and schedules attached hereto and thereto, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof. No supplement, amendment, alteration, modification, waiver or termination of this Amendment or the PSA shall be binding unless executed in writing by the Parties and specifically referencing this Amendment and the PSA as being supplemented, amended, altered, modified, waived or terminated. |
5. | Miscellaneous: Capitalized terms used, but not defined herein, shall have the meanings given to those terms in the PSA. As amended above, the PSA shall continue in full force and effect. Sections 14.07 (No Third Party Beneficiaries), 14.08 (Assignment), 14.09 (Governing Law), 14.10 (Notices), 14.11 (Severability), 14.12 (Counterparts) of the PSA shall apply to this Amendment as if set forth in full in this Amendment, mutatis mutandis. |
Signature Page Follows
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
GASTAR EXPLORATION TEXAS, LP
By: | GASTAR EXPLORATION TEXAS LLC |
By: |
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President, Land
CUBIC ENERGY, INC.
By: /s/ Xxxxxx X. Xxxxxx, III
Name: Xxxxxx X. Xxxxxx, III
Title: President
(solely for the purpose of acknowledging this Amendment)
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President, Land
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