FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
FIRST
AMENDMENT TO
This
First Amendment to the Stock Purchase Agreement (this “Amendment”) by and
between GENERAL ELECTRIC COMPANY, a New York corporation ("Seller"), and SAMSON
INVESTMENT COMPANY, a Nevada corporation, and or its permitted assigns ("Buyer")
is made and effective this 31st
day of
March, 2006.
RECITALS
Buyer
and
Seller are parties to a Stock Purchase Agreement (the “Agreement”) dated March
9, 2006. Buyer and Seller desire to amend and modify the terms of the Agreement,
all in accordance with terms of this Amendment.
NOW,
THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. Defined
Terms.
Defined
terms used herein but not otherwise defined herein shall have the meanings
assigned such terms in the Agreement.
2. Amendment
of Agreement.
Buyer
and Seller hereby amend and modify the terms of the Agreement on this
date:
(a) Article
II. Paragraph
2.02(a)(i) and 2.02(a)(ii) are deleted and replaced and subparagraph
2.02(a)(iii) is added as follows:
| “(i) |
wire
transfer of immediately available funds in the amount of Six Hundred
Thousand and 00/100 Dollars ($600,000) to the account provided by
the
Seller
|
| (ii) |
the
remaining balance of the Purchase Price, the amount of Two Million
Four
Hundred Thousand and 00/100 Dollars ($2,400,000), shall be paid by
delivery by Buyer of a duly executed promissory note, secured by
the all
of the shares of the Springer Mining Company subject of this Agreement,
in
the form attached hereto as Attachment A (the “Note”);
|
| (iii) | upon full payment of the Note, Buyer shall also deliver to Seller a performance bond in a form acceptable to Seller in the amount of Three Hundred and Sixty Thousand and 00/100 ($360,000) dollars, or such other adjusted amount as provided for pursuant to paragraph 9.08 of the Agreement, to guarantee the reclamation obligations of the Buyer pursuant to the Agreement. |
(b) Article
VII. Paragraph 7.04 shall be added as follows:
“7.04.
Brokers.
Buyer
and Seller each represent and warrant to the other that it has had no dealings
with any real estate broker or agent in connection with the negotiation of
this
Agreement or this Amendment, except Xxxx Xxxxxxx whose commission shall be
payable by Buyer, and that it knows of no other real estate broker or agent
who
is or might be entitled to a commission in connection with this Agreement or
this Amendment. Buyer and Seller each agree to indemnify, defend and hold the
other harmless from all costs and liabilities, including reasonable attorneys'
fees and costs, arising out of or in connection with claims made by any other
broker or individual who alleges that it is entitled to commissions or fees
with
regard to this Agreement or this Amendment as a result of dealings it had with
the indemnifying party.”
3. Captions.
The
captions in this Amendment are included for convenience of reference only and
shall be ignored in the construction or interpretation of the provisions of
this
Amendment.
4. Counterparts;
Effectiveness.
This
Amendment may be signed in any number of counterparts, each of which shall
be an
original, with the same effect as if the signatures were upon the same
instrument. This Amendment shall become effective when each party to this
Amendment shall have received a counterpart signed by the other parties to
this
Amendment.
5. Agreement
as Amended.
This
Amendment is limited as specified and shall not constitute a modification,
acceptance or waiver of any other provision of the Agreement. From and after
the
date hereof, all references to the Agreement shall be deemed references to
the
Agreement as further amended and supplemented by this Amendment.
[SIGNATURE
PAGES TO FOLLOW]
IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in
their respective corporate names by their respective officers, each of whom
is
duly and validly authorized and empowered, all as of the day and year first
written above.
360
GLOBAL WINE COMPANY
as
permitted assignee of Samson Investment Company
| By: | ||
|
Name:
Title:
|
GENERAL
ELECTRIC COMPANY
| By: | ||
|
Name:
Title
|
Xxxx X. Xxxxxxxx
Counsel
|
