FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTS
WHEREAS, on April 19, 2005, Xxxxx Production Inc., as
Seller, and Fidelity Exploration & Production Company, as
Purchaser, entered into (i) a Purchase and Sale Agreement
covering Tabasco Field and Texan Gardens Field having an
Effective Time of May 1, 2005 at 7:00 a.m. and (ii) a Purchase
and Sale Agreement covering Xxxxxx Field having an Effective Time
of May 1, 2005 at 7:00 a.m. Said two Purchase and Sale Agreements
are jointly referred to herein as the "Agreements";
WHEREAS, Xxxxx Production Inc. and Fidelity Exploration &
Production Company desire to amend the Agreements as provided in
this First Amendment to Purchase and Sale Agreements (the
"Amendment").
WHEREAS, all defined terms which are not defined in this
Amendment shall have the same meaning as in the Agreements;
NOW THEREFORE, for valuable consideration received, Xxxxx
Production Inc. and Fidelity Exploration & Production Company
hereby amend the Agreements as follows:
1. The first sentence in Section 3.4 (a) in both Agreements is
deleted and replaced with the following:
"To assert a claim arising out of a breach of Seller's
representation and warranty of Defensible Title in Section
3.1(a), Purchaser must deliver claim notices to Seller (each
a "Title Defect Notice") on or before Tuesday, April 26,
2005 at 4:00 p.m. C.S.T. (the "Title Claim Date"), except as
otherwise provided in Sections 3.5, 3.6 or 3.7."
2. The following language is added as Section 9.1 (c) to both
Agreements:
"In the event that Purchaser delivers a Title Defect Notice
to Seller, Seller shall have the option, at its sole
election, to extend the Closing Date until May 10, 2005 at
10:00 a.m. local time. In the event that Seller elects to
extend the Closing Date, Seller shall give written notice of
such extension to Purchaser as provided in the Agreements."
As amended herein, the Agreements are hereby adopted,
ratified and confirmed as being in full force and effect pursuant
to their terms.
This Amendment shall be binding on Xxxxx Production Inc.,
Fidelity Exploration & Production Company and their respective
successors and assigns.
This Amendment may be executed in one or more counterparts,
each of which shall have the same force and effect as an
original.
IN WITNESS WHEREOF, this Amendment is executed by Xxxxx
Production Inc. and Fidelity Exploration & Production Company to
be effective as of April 19, 2005.
Xxxxx Production Inc.
By: /s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx, President
Fidelity Exploration & Production Company
By: /s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, Executive Vice President and
Chief Operating Officer
