EXHIBIT 2.3
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
DATED MARCH 30, 2007
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "Amendment")
is dated as of March 30, 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 by and
between the Parties, dated originally December 29, 2006, and last amended on
February 28, 2007, (the "Purchase and Sale Agreement") as follows:
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 April 30, 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 April 30, 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."
Defined terms used in the Purchase and Sale Agreement are incorporated
herein by reference.
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 THIRD 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/ XXXX X. XXXXXX By: /s/ XXXXX X. XXXXX
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Xxxx X. Xxxxxx, President 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
