RATIFICATION AND JOINDER AGREEMENT
EXHIBIT
2.2
This
RATIFICATION AND JOINDER AGREEMENT
(“Agreement”) is made and entered into as of the 31st day of
January,
2008, by and among St. Xxxx Xxxx & Exploration Company, a Delaware
corporation (“St. Xxxx”), Xxxxx X. Xxxxx, Trustee of the Xxxxx X. Xxxxx Restated
Revocable Trust Dated 8/14/97 (“Xxxxx”), and Xxxx X. Xxxxxxx, Trustee of the
Xxxx X. Xxxxxxx Revocable Trust Dated January 19, 1995 (“Xxxxxxx and ,
collectively with St. Xxxx and Xxxxx, “Seller”), Abraxas Operating, LLC, a Texas
limited liability company (“Buyer”), and Abraxas Petroleum Corporation, a Nevada
corporation (“Abraxas”).
WHEREAS
Seller and Buyer entered into that certain Purchase and Sale Agreement dated
December 11, 2007 (the “PSA”) ;
WHEREAS
Buyer has requested that a portion of the Assets, being those described on
Exhibit A attached hereto and made a part hereof (the “Abraxas Assets”), be
conveyed to Abraxas ; and
WHEREAS
the parties comprising Seller have no objection to this request by Buyer as
described in the preceding paragraph, provided such sale to Abraxas is made
pursuant to and subject to the terms of the PSA, as amended by this
Agreement;
NOW
THEREFORE, for and in consideration of ten ($10.00) dollars and other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties do hereby agree as follows:
1.
Pursuant to Section 14.04 of the PSA, Buyer and Seller agree that this Agreement
shall constitute an amendment to the PSA. Except as expressly amended by this
Agreement, the PSA shall remain in full force and effect and all of the terms
of
the PSA are hereby incorporated into this Agreement.
2.
Buyer
and Seller consent to the joinder and full participation of Abraxas in and
to
the PSA insofar as it pertains to the sale of the Abraxas Assets subject to
and
in accordance with the terms and conditions of the PSA, as amended by this
Agreement.
3.
The
parties hereto recognize and agree that in addition to selling, assigning,
conveying and transferring the Abraxas Assets to Abraxas at Closing, there
will
likewise be conveyed to Abraxas that portion of the Leases, Lands, Hydrocarbons,
Surface Agreements, Permits, Equipment, Xxxxx, Facilities, Contracts, and
Records that are attendant to the Abraxas Assets. Further, the
undersigned parties agree that all thresholds and amounts set forth in the
PSA
shall continue to be in full force and effect and that the interests of Buyer
and Abraxas will be aggregated to determine if any prescribed dollar amounts
are
reached, except that individual item thresholds shall remain as to any
particular portion of the Assets regardless of which purchaser shall become
the
assignee of such portion of the Assets.
4.
Notwithstanding the understandings set forth herein that the Abraxas Assets
together with the other items described herein shall be sold, assigned, conveyed
and transferred at Closing to Abraxas, Buyer shall nevertheless remain liable
to
Seller in accordance with the terms of the PSA, as amended by this
Agreement. While it is understood and agreed by the parties hereto
that Seller may choose to look to Abraxas to fulfill any of the liabilities,
duties, or obligations of Buyer insofar and only insofar as the Abraxas Assets
are concerned, such decision by Seller shall not relieve Buyer from its duties
and responsibilities as prescribed by the PSA, as amended by this
Agreement. Notwithstanding the foregoing, Seller agrees that Abraxas
shall not be responsible and shall have no liabilities, duties, or obligations
with respect to the Assets to be purchased by Buyer, and Seller covenants and
agrees that it shall not seek to recover from Abraxas any losses, costs,
damages, or liabilities with respect to the Assets purchased by
Buyer.
5.
To
evidence its consent to the rights, duties, and obligations set forth in this
Agreement, Abraxas does hereby ratify, adopt, join, and confirm all of the
terms, conditions, provisions, rights, duties, and liabilities set forth in,
and
agrees to be bound by, the PSA, as amended by this Agreement, to the extent
such
apply to the Abraxas Assets to be conveyed to Abraxas, and Abraxas further
states that it may be treated as a party to the PSA, as amended by this
Agreement, as if Abraxas had originally joined in the execution and
delivery of the PSA, but only to the extent the PSA concerns the
Abraxas Assets. Without limiting the generality of the foregoing,
Abraxas does hereby assume (i) all the Assumed Obligations with respect to
the
Abraxas Assets and (ii) all of the duties, liabilities and obligations of Buyer
set forth in Sections 12.01, 12.03, 12.04 and 12.07 of the PSA with respect
to
the Abraxas Assets.
6.
Capitalized terms used in this Agreement that are not otherwise expressly
defined herein shall have the meaning set forth in the PSA.
IN WITNESS WHEREOF, the undersigned parties have signed this Agreement as of the date first above written, effective as of the Effective Time.
|
ST.
XXXX XXXX & EXPLORATION COMPANY
By:
/s/ XXXXX XXXXXXXX
XXXXX
Name: Xxxxx
Xxxxxxxx
Xxxxx
Title: Vice
President – Land &
Legal
|
ABRAXAS
OPERATING, LLC
By:
/s/ XXXXXXX X XXXXXXX
Name: Xxxxxxx
X.
Xxxxxxx
Title: President
&
COO
|
|
XXXXX
X. XXXXX RESTATED REVOCABLE TRUST
DATED
8/14/97, XXXXX X. XXXXX TRUSTEE
By:
/s/ XXXXX X.
XXXXX
Name:
Xxxxx X.
Xxxxx
Title:
Trustee
|
ABRAXAS
PETROLEUM
CORPORATION
By:
/s/ XXXXX X.
XXXXXXXXX
Name: Xxxxx
X.
Xxxxxxxxx
Title: E.V.P.
|
|
XXXX
X. XXXXXXX, TRUSTEE OF THE XXXX X.
XXXXXXX
REVOCABLE TRUST DATED
JANUARY
19, 1995
By:
/s/ XXXX X
XXXXXXX
Name:
Xxxx X.
Xxxxxxx
Title:
Trustee
|
|
