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EXHIBIT 2.1.1
AMENDMENT TO ASSET PURCHASE AGREEMENT
AMENDMENT TO ASSET PURCHASE AGREEMENT dated June 4, 1997
("Amendment to Agreement"), among XXXXXXXXX ENERGY, INC., a Delaware
corporation ("PEC"), XXXXXXXXX DRILLING COMPANY, a Delaware corporation
("PDC"), wholly owned by PEC, and XXX-XXX DRILLING COMPANY, a Texas corporation
("Xxx-Xxx").
WITNESSETH:
WHEREAS, PEC, PDC and Xxx-Xxx entered into an Asset Purchase
Agreement dated of even date herewith (the "Asset Purchase Agreement"); and
WHEREAS, the parties to the Asset Purchase Agreement desire to
enter into this Amendment to Agreement to amend the Asset Purchase Agreement in
certain respects.
NOW, THEREFORE, in consideration of the premises and
agreements contained herein and in the Asset Purchase Agreement, the parties
agree as follows:
1. Section 1.2 of the Asset Purchase Agreement is hereby
deleted in its entirety and replaced with the new Section 1.2:
SECTION 1.2 Purchase Consideration. In
consideration for all of Xxx-Tex's right, title and interest
in and to the Drilling Rigs, Equipment and Rolling Stock and
in and to the Real Property and the Leased Property, PDC
agrees to pay or deliver to Xxx-Xxx at the Closing: (i) 7,800
shares of Xxx-Tex's Class B Voting Common Stock ("Xxx-Xxx
Class B Stock") for redemption in accordance with the terms
thereof in exchange for an undivided interest in the Drilling
Rigs, Equipment and Rolling Stock having a value equal to
$500,000 plus the value of 173,000 shares of common stock of
PEC based upon the Closing price of such common stock as
reported on the Nasdaq Stock Market, Inc. National Market on
the last trading day immediately prior to the date of the
Closing; and (ii) a total of $18,500,000 in cash (the "Cash"),
110,000 shares of common stock of PEC ("PEC Shares") and a
Stock Purchase Warrant ("PEC Warrant") to purchase an
additional 200,000 shares of PEC common stock with an exercise
price of $32.00 per share in exchange for the Real Property,
the Leased Property and the remaining undivided interest in
the Drilling
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Rigs, Equipment and Rolling Stock (the Xxx-Xxx Class B Stock,
Cash, PEC Shares, and PEC Warrant are collectively referred to
herein as the "Purchase Consideration").
2. Section 6.3 of the Asset Purchase Agreement shall be
amended by adding the following new paragraph (j) at the end of Section 6.3:
(j) Tax Opinion of Coopers & Xxxxxxx L.L.P. PEC
shall have received an opinion of Coopers & Xxxxxxx L.L.P. to
the effect that the acquisition of the Xxx-Xxx Class B Stock
by PDC and transfer to Xxx-Xxx of the Xxx-Xxx Class B Stock as
part of the Purchase Consideration shall have the same tax
consequences to PEC and PDC as if the Purchase Consideration
consisted solely of cash and common stock of PEC.
3. This Amendment to Agreement may be executed in
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts shall have been signed by
each of the parties and delivered to the other parties.
4. The Asset Purchase Agreement, as amended by this
Amendment to Agreement, shall remain in full force and effect.
IN WITNESS WHEREOF, PEC, PDC and Xxx-Xxx have caused this
Amendment to Agreement to be signed by their respective officers thereunto duly
authorized as of the date first above written.
XXXXXXXXX ENERGY, INC.
By:
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Xxxxxx X. Xxxxxxx
Chairman and Chief
Executive Officer
Attest:
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Xxxxx X. Xxxxx, Secretary
[Signatures continued on following page]
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XXXXXXXXX DRILLING COMPANY
By:
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Xxxxxx X. Xxxxxxx
Chief Executive Officer
Attest:
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Xxxxx X. Xxxxx, Secretary
XXX-XXX DRILLING COMPANY
By:
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Xxxxxxx Xxxxxx
President
Attest:
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Xxxxx Xxxxxx, Secretary
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