EXCO HOLDING (PA), INC. 12377 Merit Drive, Suite 1700 Dallas, Texas 75251
Exhibit 2.13
EXCO HOLDING (PA), INC.
00000 Xxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
January 6, 2010
BG US Production Company, LLC
0000 Xxxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxx Xxxxxx Asset General Manager
RE: Fourth Amendment to Membership Interest Transfer Agreement
Dear Sirs:
Reference is made to that certain Membership Interest Transfer Agreement by and between EXCO Holding (PA), Inc. (“EXCO”), and BG US Production Company, LLC (“BG”), dated as of May 9, 2010 (as it may have been amended from time to time, the “MITA”). In consideration of the mutual promises contained herein and in the MITA and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EXCO and BG hereby agree to amend the MITA as follows:
| 1. | The first sentence of Section 3.6 of the MITA shall be replaced in its entirety with the following: |
A final settlement statement (the “Final Settlement Statement”) that takes into account all final adjustments made to the Closing Cash Consideration pursuant to Section 3.3 and shows the resulting final Closing Cash Consideration (the “Final Cash Price”), will be prepared by EXCO and delivered to BG: (a) if EXCO elects to cure a Title Defect pursuant to Section 11.2(c) and as of the Title Defect Remedy Date the parties have agreed on all Title Defects, Title Defect Amounts, Title Benefits or Title Benefit Amounts, then within five days after the Title Defect Remedy Date; or (b) if the conditions in item (a) above are not satisfied or are otherwise inapplicable, then within five days after the day that is 30 days after the Title Defect Remedy Date.
| 2. | The first sentence of Section 11.2(j) of the MITA shall be replaced in its entirety with the following: |
EXCO and BG shall attempt to agree on all Title Defects, Title Benefits, and the Title Defect Amounts, Title Carry Reduction Amounts, Title Benefit Amounts and Title Carry Increase Amounts relating thereto on or before the 30th day after the Title Defect Remedy Date.
| 3. | In Appendix I of the MITA, the definition of “Title Defect Remedy Date” shall be replaced in its entirety with the following: |
“Title Defect Remedy Date” shall mean on or before 5:00 p.m. (Central Time) on January 31, 2011.
Except as modified by this letter, the MITA remains in full force and effect.
Capitalized terms used in this letter but not otherwise defined in this letter shall have the meaning given to such terms in the MITA. The terms of Sections 15.15 and 15.16 of the MITA are incorporated by reference as if set out in full herein. This letter may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile transmission shall be deemed an original signature hereto.
[Signature Page Follows]
If this letter correctly sets forth our understanding, please execute two copies of this letter, and return one original to the undersigned at the address provided in the MITA. This letter was executed as of the date first set forth above but shall be effective as of May 9, 2010.
| Very truly yours, | ||
| EXCO HOLDING (PA), INC. | ||
| By: /s/XXXXXXX X. BOEING | ||
| Name: XXXXXXX X. BOEING | ||
| Title: VICE PRESIDENT AND GENERAL COUNSEL | ||
Agreed and accepted on December , 2010, effective as of May 9, 2010
| BG US PRODUCTION COMPANY, LLC | ||
| By: |
/s/ XXXXXXXXX XXXXXX | |
| Name: |
XXXXXXXXX XXXXXX |
| Title: |
PRESIDENT |
cc:
| BG North America, LLC |
| 0000 Xxxxxxxxxx, Xxxxx 0000 |
| Xxxxxxx, Xxxxx 00000 |
| Attention: Xxxxx Xxxxxx |
| Xxxxxx, Xxxxx & Xxxxxxx LLP |
| 0000 Xxxxxxxxx, Xxxxx 0000 |
| Xxxxxxx, Xxxxx 00000 |
| Attention: Xxxxx X. Xxxxx |
| EXCO Resources, Inc. |
| 00000 Xxxxx Xxxxx, Xxxxx 0000 |
| Xxxxxx, Xxxxx 00000 |
| Attention: Xxxxxxx X. Boeing Vice President, General Counsel And Secretary |
| Xxxxxx & Xxxxxx L.L.P. |
| 2500 First City Tower |
| 0000 Xxxxxx Xxxxxx |
| Xxxxxxx, Xxxxx 00000-0000 |
| Attention: Xxxxxxx X. Xxxxxxxxxx |
