SECOND AMENDMENT TO
AGREEMENT
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The parties to this Second Amendment to Agreement are Petrosearch Energy
Corporation, Petrosearch Operating Company, L.L.C., Buena Vista Petrosearch,
L.L.C., Pursuit Petrosearch, L.L.C., Rocky Mountain Petrosearch, L.L.C., Big Sky
Petrosearch, L.L.C., Great Buffalo Petrosearch, L.L.C., Xxxxxx Petrosearch,
L.L.C., Rock Energy Partners Operating, L,P. and Rock Energy Partners, L.P.
R E C I T A L S:
WHEREAS, Petrosearch Energy Corporation, Petrosearch Operating Company,
L.L.C., Buena Vista Petrosearch, L.L.C., Pursuit Petrosearch, L.L.C., Rocky
Mountain Petrosearch, L.L.C., Big Sky Petrosearch, L.L.C., Great Buffalo
Petrosearch, L.L.C., Rock Energy Partners Operating, L.P. and Rock Energy
Partners, L.P. are parties to an Agreement which was effective December 30, 2005
("Original Agreement");
WHEREAS, the Original Agreement was amended by an Amendment to Agreement
dated June 9, 2006. The Original Agreement as amended by the first amendment is
hereinafter referred to as the "First Amended Agreement";
WHEREAS, the parties desire to further amend the First Amended Agreement in
the manner set forth in this Second Amended Agreement;
WHEREAS, to accomplish the objectives of this Second Amendment, Xxxxxx
Petrosearch, LLC has joined as a party; and
NOW, THEREFORE, for good and valuable consideration, and as part of the
consideration for the Option Agreement executed in connection herewith, the
parties agree as follows:
ARTICLE I
DEFINITIONS
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Unless otherwise defined in this Second Amendment, the defined terms will
have the same meaning as ascribed to them in the First Amended Agreement, The
following terms, as used in this Second Amendment, shall have the meanings
indicated below, unless the context otherwise requires:
1.01 "Amendment Effective Date" shall mean the date on which
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all of the requirements of Closing as set forth in Article II are satisfied.
1.02 "Xxxxxxx South Leases" shall have the meaning set forth in the
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Original Agreement and shall include the area marked on Exhibit 1.
1.03 "Xxxxxxx 46 #1 Well" shall mean that certain well drilled in
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Section 46 by Petrosearch Operating Company, L.L.C.
1.04 "Option" shall mean the Option granted pursuant and subject to the
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terms of the Option Agreement.
1.05 "Option Agreement" shall mean an Option Agreement in the form of
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Exhibit 2 attached hereto.
1.06 "Option Exercise Date" shall mean the date on which the Option is
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exercised in strict conformance to the terms of the Option Agreement.
1.07 "Petrosearch Parties" shall mean Petrosearch Operating Company,
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L.L.C., Petrosearch Corporation n/k/a Petrosearch Energy Corporation, Pursuit
Petrosearch, L.L.C. and Xxxxxx Petrosearch, L.L.C.
1.08 "Pursuit Parties" shall mean Pursuit Exploration Company, L.P.,
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Xxxxxx Oil & Gas Company and Pathway II Energy, L.L.C.
1.09 "Rock" shall mean Rock Energy Partners Operating, L.P. and Rock
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Energy Partners, L.P.
1.10 "Second Amendment/Second Amended Agreement" shall mean the
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Original Agreement as amended by the First Amended Agreement and as further
amended by this Second Amended Agreement.
1.11 "Section 45" shall mean I. & G. N. R. R. Co. Survey 45, A-288,
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comprised of 640 acres, more or less.
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1.12 "Section 46" shall mean 438.16 acres of land, more or less, out
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of the I.& G.N.R.R. Co. Survey No. 46, Abstract 323, Colorado County, Texas and
being the same land described in Correction Deed from H, Xxxxxx Xxxxxxx et al.
to Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx dated September 20, 1967, recorded
in Volume 263, Page707 of the Colorado County Deed Records.
1.13 "Section 47" shall mean I. & G. N. R. R. Co. Survey 47, A-322,
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comprised of 640 acres, more or less.
1.14 "Settlement Agreement" shall mean the Settlement Agreement dated
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effective June 8, 2006 by and between Pursuit Exploration Company, L.P., Xxxxxx
Oil & Gas Company, Pathway II Energy, L.L.C., Petrosearch Operating Company,
L.L.C., Petrosearch Corporation n/k/a Petrosearch Energy Corporation, Pursuit
Petrosearch, L.L.C., Rock Energy Partners Operating, L.P. and Rock Energy
Partners, L.P.
ARTICLE II
CLOSING
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2.01 The Closing shall be conducted on or before September 21, 2006 at
the offices of Snow Xxxxx Xxxxxx LLP or otherwise as Rock and Petrosearch
Parties agree. At the Closing (i) the parties shall execute and deliver the
Option Agreement and the Escrow Agreement, (ii) the Petrosearch Parties shall
deliver the information described in Article VI, (iii) Rock shall deliver the
$460,500 payment referenced in Section 8.01, (iv) the parties shall execute and
deliver to the Escrow Agent the documents referenced in the Escrow Agreement for
which they are responsible, and (v) Rock shall deliver an agreement among
Castletop Capital Properties, L.P. and Xxxx Xxxxx, the Petrosearch Parties, and
Rock, the form of which is attached hereto as Exhibit 3.
ARTICLE III
PETROSEARCH PARTIES FINANCING
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3.01 The Petrosearch Parties shall, in good faith, attempt to secure
financing upon terms reasonably acceptable to the Petrosearch Parties to meet
the financial obligations with respect to the drilling and completion of the
Xxxxxxx 46 #1 Well ("Replacement Financing"). The
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Replacement Financing may take any form, including without limitation, debt,
equity, farmout or net profits financing.
ARTICLE IV
RELATION TO FIRST AMENDED AGREEMENT
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4.01 The terms of this Second Amendment become effective on the
Amendment Effective Date.
4.02 On the Amendment Effective Date, this Second Amendment shall amend
the First Amended Agreement and, to the extent of any conflict, shall supercede
the First Amended Agreement and any instruments executed therewith as they
relate to Rock and the Petrosearch Parties.
ARTICLE V
OPTION
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5.01 On the Amendment Effective Date, the parties shall execute the
Option Agreement.
ARTICLE VI
XXXXXXX 46 #1 WELL
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6.01 Data. On the Amendment Effective Date, the Petrosearch Parties
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shall deliver to Rock a complete set of all logs, data and information
pertaining to the Xxxxxxx 46 #1 Well, including but not limited to the
following:
- Copies of the final electric logs run on the Xxxxxxx 46 #1 Well -
1" and 5" @ TD of 16,250;
- The final mud log submitted by Pay Zone Mudlogging Services;
- Daily drilling and completion reports for July 28, 2006 to August
31, 2006 - Xxxxxx X. Xxxx and Xxxxxx Gouges reports - well-site
(GCE) consultants;
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- Copies of any logs obtained from trades with Petrohawk and Cabot;
- Any notification of lien filings by vendors.
The Petrosearch Parties shall not in the future withhold any data from Rock with
respect to the Xxxxxxx North Leases (as defined in Section 1.22 of the Original
Agreement) prior to expiration of the applicable cure period following delivery
of a notice of default in accordance with the applicable operating agreement, In
addition, consistent with Section 9.07, the Petrosearch Parties shall under no
circumstances withhold data relating to one well for and on account of an action
or default under an operating agreement with respect to a different well.
ARTICLE VII
EXTENSION AND MORATORIUM
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7.01 Subject to the terms of the Option Agreement, the deadline for
Rock to fund the amount of its obligation with respect to the Xxxxxxx 46 #1 well
operations is extended to the later of (i) the expiration of the Option II
Period defined in the Option Agreement, and (ii) the date otherwise due, in the
event the Option is not exercised. Prior to that deadline, the Petrosearch
Parties shall not assert any default or lien or undertake any legal action
against Rock with respect to any Rock obligation.
ARTICLE VIII
PINTAIL FLATS
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8.01 Payment. On the Amendment Effective Date, Rock shall pay to
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Petrosearch Operating Company, L.L.C. $460,500 which is the amount of the
invoice dated August 18, 2006 for the Pintail Flats operation currently
underway. Said payment will cure any alleged default by Rock with respect to the
Pintail Flats Well.
8.02 Segregated Account and Usage of Funds. Petrosearch Operating
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Company, L.L.C. shall deposit the $460,500 and any future payment by Rock with
respect to the Pintail
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Flats Well into the Pintail Flats Expense Account. On or before the Amendment
Effective Date, Petrosearch Operating Company, L.L.C. shall establish an account
which shall be solely for the purpose of Pintail Flats well expenses ("Pintail
Flats Expense Account"). Funds deposited into the Pintail Flats Expense Account
will be used exclusively by Petrosearch for payment of costs incurred in
connection with the specific operations on the Pintail Flats Well. Petrosearch
will provide Rock with copies of all withdrawals from and checks written on the
Pintail Flats Expense Account, together with the monthly account statements
issued by the bank within five (5) days of receipt.
8.03 Refund. Any portion of the $460,500 not expended by September
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30, 2006 in connection with the operations identified in the August 18, 2006
invoice shall be immediately refunded to Rock unless on September 30, 2006, such
operations are then in progress but not yet complete or otherwise pending due to
equipment or contractor availability, in which case the unexpended funds shall
be immediately refunded to Rock at the time of completion of the operations
identified in the August 18, 2006 invoice. In the event of cost overruns which
exceed the deposit made by Rock, the terms of the existing Operating Agreement
shall control.
8.04 Pintail Flats Operations. Petrosearch Operating Company, L.L.C.
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shall, subject to the receipt of the payment described in Section 8.01 above,
diligently prosecute subject to available equipment and contractors, the
operation currently underway on the Pintail Flats #1 Well in accord with the
Petrosearch Parties' proposal to recomplete the Pintail Flats #1 Well in the
Lower Xxxxxx zone, 16,205 feet, single frac, at an estimated cost of $866,000.00
described in a certain Cash Call and in a certain Authority For Expenditures
from Petrosearch Operating Company, L.L.C. to Rock, each dated May 15, 2006.
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ARTICLE IX
DEVELOPMENT OPERATIONS
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9.01 Deletions. In the event that on or before the 15th day following
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the Amendment Effective Date Rock pays its share of the Xxxxxxx 46 #1 Well
operations which were either (i) conducted through September 8, 2006, or (ii)
for which an invoice was delivered to Rock by September 8, 2006, then Sections
9.04 and 9.05 of the First Amended Agreement shall be stricken an deleted and
thereafter Rock shall have no outstanding commitment to fund any (a) oilfield
operations as to which a Petrosearch Party is an operator, except those which
may arise in the course of normal field operations or in the course of
emergencies relating to the Xxxxxxx 46 #1 Well, Pintail #1 Well or the Pintail
Flats #1 Well, or (b) lease acquisition. In the event that a Petrosearch Party
exercises Option I within the Option I Period as set forth in the Option
Agreement, Sections 9.04 and 9.05 of the First Amended Agreement shall be
stricken and deleted and thereafter Rock shall have no outstanding commitment to
fund any (i) oilfield operations as to which a Petrosearch Party is an operator,
except those which may arise in the course of normal field operations or in the
course of emergencies relating to the Pintail #1 Well or the Pintail Flats #1
Well, or (ii) lease acquisition. In the event that a Petrosearch Party exercises
Option II within the Option II Period as set forth in the Option Agreement,
Sections 9.04 and 9.05 of the First Amended Agreement shall be stricken and
deleted and thereafter Rock shall have no outstanding commitment to fund any (i)
oilfield operations as to which a Petrosearch Party is an operator, except those
which may arise in the course of normal field operations or in the course of
emergencies relating to the Pintail #1 Well or the Pintail Flats #1 Well, or
(ii) lease acquisition. In the event that (i) a Petrosearch Party does not
exercise Option I within the Option I period or Option II within the Option II
Period, and (ii) Rock pays for its
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share of the Xxxxxxx 46 #1 Well operations which were either (a) conducted
through September 8, 2006, or (b) for which an invoice was delivered by
September 8, 2006, on or before the expiration of the Option II Period defined
in the Option Agreement, then Sections 9.04 and 9.05 of the First Amended
Agreement shall be stricken and deleted and thereafter Rock shall have no
outstanding commitment to fund any (x) oilfield operations as to which a
Petrosearch Party is an operator, except those which may arise in the course of
normal field operations or in the course of emergencies relating to the Xxxxxxx
46 #1 Well, Pintail #1 Well or the Pintail Flats #1 Well, or (y) lease
acquisition.
9.02 Xxxxxxx South. On the Amendment Effective Date, the Petrosearch
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Parties shall have no right to propose a well on Xxxxxxx South Leases SAVE AND
EXCEPT on 240 acres in the Xxxxxxxxx Survey for which Petrosearch had previously
paid for a 20% interest. Petrosearch Parties' right to propose a well on the
Xxxxxxxxx acreage pursuant to the terms of the applicable JOA shall continue in
the event that the Option is not exercised. Should the Option be exercised, then
Petrosearch Parties shall not have any further right to propose a well on the
Xxxxxxxxx acreage.
9.03 Xxxxxxx North/Sections 45 and 47. On the Amendment Effective
------------------------------------
Date, the Petrosearch Parties shall have no right to propose a well in Sections
45 and 47 until Payout has been achieved with respect to the existing well
within the applicable Section and the back-in interest with respect thereto has
been earned.
9.04 Xxxxxxx North Operations. Petrosearch shall consult with Rock's
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designated technical representative with regard to the best engineering
practices in relation to the cost of various options that may be available to
Petrosearch at any given time regarding Sections 45 and 47. Rock shall cause
its designated technical representative to provide its/his opinions in an
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expeditious manner. In the event of any disagreement between Petrosearch and
Rock regarding the best engineering practices in relation to the cost of the
various options available regarding Sections 45 and 47,, Petrosearch shall defer
to Rock unless a Petrosearch Party owns an expense bearing interest in the
subject well. In the event that Rock pays its share of the Xxxxxxx 46 #1 Well
operations which were either (i) conducted through September 8, 2006, or (ii)
for which an invoice was delivered to Rock by September 8, 2006 pursuant to the
terms of the Option Agreement, then from that point forward Petrosearch shall
automatically (a) consult with Rock's designated technical representative with
regard to the best engineering practices in relation to the cost of the various
options mat may be available to Petrosearch at any given tune regarding Section
46, and (b) in the event of any disagreement between Petrosearch and Rock
regarding the best engineering practices relating to the cost of the various
options available regarding Section 46, Petrosearch shall defer to Rock unless a
Petrosearch Party owns an expense bearing interest in the subject well.
9.05 Xxxxxxx South Operations. On the Amendment Effective Date, the
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Xxxxxxx Contract Operator Agreement shall terminate as to Xxxxxxx South.
Petrosearch shall on the Amendment Effective Date sign over operations to
Xxxxxxx South to Rock and file a P-4 with the Railroad Commission. Rock shall be
the operator with respect to any leases within the Xxxxxxx South area. On the
Amendment Effective Date, Section 9.02 of the First Amended Agreement is hereby
stricken and deleted.
9.06 Amended ROFR. The Amended ROFR is terminated.
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9.07 Independence of Operations. As between the Petrosearch Parties
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and Rock, a separate operating agreement shall be deemed to be in place with
respect to the Pintail #1 Well due to such well having achieved Payout (as
defined in Section 1.28 of the Original Agreement).
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Each well drilled on Xxxxxxx North Leases or under any other operating agreement
among the parties will be treated independently. Any action or default under an
operating agreement by a party with respect to one well shall not give rise to
any rights or claims with respect to any other well or operation. In no event
shall an operator be entitled to assert a lien or claim against one well for and
on account of an action or default under an operating agreement with respect to
a different well. The Petrosearch Parties agree not to offset or net any revenue
attributable to Rock's interest in one well against any obligation with respect
to any other well. The Petrosearch Parties agree not to interfere with, or cause
to be placed in suspense any revenue attributable to Rock's interest in one well
for and on account of any action or default under an operating agreement with
respect to a different well.
9.08 Default Cure Periods Under Joint Operating Agreements. As to each
joint operating agreement contemplated by Section 9,07 above, as between Rock
and the Petrosearch Parties, the cure period for any default occurring after the
Amendment Effective Date shall be deemed to be ten (10) days after receipt of
written notice is delivered to the defaulting party, rather than thirty (30)
days after delivery of such a default notice as provided in the printed
provisions of the AAPL Model Form.
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ARTICLE X
REPRESENTATIONS
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10.01 Representations by Rock to the Petrosearch Parties. Rock
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represents and warrants that the following statements are true and accurate as
to itself as of the Amendment Effective Date.
a. Existence and Power. Rock has been duly formed and is validly
----------------------
existing as a limited partnership under the laws of the State of Texas,
with full power and authority to enter into this Second Amended Agreement,
to consummate the transactions contemplated hereby and to carry out the
terms of this Second Amended Agreement.
b. Review and Approval. Rock represents that its
----------------------
representative has reviewed this Second Amended Agreement together with all
exhibits and it (i) understands fully the terms of this Second Amended
Agreement and the consequences of the issuance thereof, (ii) has been
afforded an opportunity to have this Second Amended Agreement reviewed by
legal counsel, and (iii) has entered into this Second Amended Agreement of
its own free will and accord and without threat or duress.
c. Authority. Rock represents that the undersigned
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representative is fully authorized to execute this Second Amended Agreement
or any other instrument required hereunder on its behalf.
d. Disclaimer, Rock represents, warrants and agrees that in
-----------
executing and entering into this Second Amended Agreement, it is not
relying and has not relied upon any representation, promise or statement
made by anyone which is not recited, contained or embodied in this Second
Amended Agreement. Rock understands and expressly assumes the risk that any
fact not recited, contained or embodied herein or therein may turn out
hereafter to be other than, different from, or contrary to the facts now
known to it or believed by it to be true.
e. Complete Agreement. The written terms of this Second
--------------------
Amended Agreement reflect the full and complete terms of the agreement and
understanding between Rock and the Petrosearch Parties, There are no oral
terms or representations, other than those stated in this Second Amended
Agreement in writing, and no party has relied upon any verbal
representations from the party or its counsel.
f. Validity of Obligation. This Second Amended Agreement and all
-----------------------
other transaction documents Rock is to execute and deliver on or before the
Closing Date (i) have been duly executed by its authorized representative,
(ii) constitute its valid and legally binding obligations, and (iii) are
enforceable against Rock ha accordance with their respective terms.
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g. No Violation of Contractual Restrictions. Rock's execution,
-------------------------------------------
delivery and performance of this Second Amended Agreement does not conflict
with or violate any agreement or instrument to which it is a party or by
which it is bound.
10.02 Representations by the Petrosearch Parties to Rock. Each
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Petrosearch Party represents and warrants to Rock that the following statements
are true and accurate as to itself as of the Amendment Effective Date.
a. Existence and Power. The Petrosearch Parties have been duly
----------------------
formed and are validly existing as corporations and/or limited liability
companies under the laws of the applicable state of incorporation and/or
formation, with full power and authority to enter into this Second Amended
Agreement, to consummate the transactions contemplated hereby and to carry
out the terms of this Second Amended Agreement.
b. Review and Approval. The Petrosearch Parties represent that
----------------------
their representatives have reviewed this Second Amended Agreement together
with all exhibits and they (i) understand fully the terms of this Second
Amended Agreement and the consequences of the issuance thereof, (ii) have
been afforded an opportunity to have this Second Amended Agreement reviewed
by legal counsel, and (iii) have entered into this Second Amended Agreement
of their own free will and accord and without threat or duress.
c. Authority. The Petrosearch Parties represent that the
----------
undersigned representatives are fully authorized to execute this Second
Amended Agreement or any other instrument required hereunder on their
behalf.
d. Disclaimer. The Petrosearch Parties represent, warrant and
-----------
agree that in executing and entering into this Second Amended Agreement,
they are not relying and have not relied upon any representation, promise
or statement made by anyone which is not recited, contained or embodied in
this Second Amended Agreement. The Petrosearch Parties understand and
expressly assume the risk that any fact not recited, contained or embodied
herein or therein may turn out hereafter to be other than, different from,
or contrary to the facts now known to them or believed by them to be true.
e. Complete Agreement. The written terms of this Second Amended
-------------------
Agreement reflect the full and complete terms of the agreement and
understanding between the Petrosearch Parties and Rock. There are no oral
terms or representations, other than those stated in this Second Amended
Agreement in writing, and no party has relied upon any verbal
representations from the party or its counsel.
f. Validity of Obligation. This Second Amended Agreement and all
-----------------------
other transaction documents the Petrosearch Parties are to execute and
deliver on or before the Closing Date (i) have been duly executed by their
authorized representatives, (ii)
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constitute their valid and legally binding obligations, and (iii) are
enforceable against the Petrosearch Parties in accordance with their
respective terms.
g. No Violation of Contractual Restrictions. The Petrosearch
---------------------------------------------
Parties' execution, delivery and performance of this Second Amended
Agreement do not conflict with or violate any agreement or instrument to
which they are a party or by which they are bound.
h. No Knowledge of Other Defaults. With the exception of the
-----------------------------------
failure to fund the drilling activities on the Xxxxxxx 46 #1 Well, the
failure to fund the recompletion activities on the Pintail Flats #1 Well,
and the failure to pay the Rock Note in accordance with its terms, the
Petrosearch Parties do not have any actual knowledge of any other defaults
or alleged defaults by Rock under any existing operating agreement or
related document.
ARTICLE XI
MISCELLANEOUS
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11.01 Further Assurances. The Petrosearch Parties and Rock, as
--------------------
applicable, shall promptly cure any defects in the execution and delivery of
this Second Amended Agreement, any exhibit to this Second Amended Agreement and
all other documents contemplated by this Agreement and shall promptly execute
and deliver upon request all such other and further assurances, documents,
agreements and instruments in compliance with or accomplishment of the covenants
and agreements in this Second Amended Agreement, or obtain any consents, all as
may be necessary or appropriate in connection therewith.
11.02 Confidentiality Regarding Terms of this Second Amended Agreement.
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Other than as may be required under applicable securities laws relating to
disclosure, in the opinion of the disclosing party's legal counsel, the terms of
this Second Amended Agreement and any and all negotiations and correspondence in
connection with this Second Amended Agreement shall remain in all respects
confidential hereafter, except as to (i) the Pursuit Parties, (ii) the fact of
settlement, and (iii) as disclosure may be required by applicable law or
authority (including securities laws) or to each party's professional service
providers, including lawyers, bankers, and
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accountants. Each party hereto agrees to utilize its reasonable best efforts to
cause such confidentiality to be maintained, except as may be required by
applicable law or authority.
11.03 Governing Law. This Second Amended Agreement and all instruments
---------------
executed in accordance with it shall be governed by and interpreted in
accordance with the laws of the state of Texas, without regard to
conflict-of-law rules that would direct application of the laws of another
jurisdiction, except to the extent that it is mandatory that the law of some
other jurisdiction, wherein the assets are located, shall apply.
11.04 Entire Agreement; Amendments. This Second Amended Agreement,
-------------------------------
including all exhibits attached hereto and made a part hereof constitute the
entire agreement between the Parties with respect to the transactions
contemplated hereby and supersede all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the Parties with
respect to such transactions. No amendment of this Second Amended Agreement
shall be binding unless executed in writing by all Parties.
11.05 Waiver. No waiver by a party of any of the provisions of this
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Second Amended Agreement (a) shall be binding unless executed in writing by such
party, (b) shall be deemed or shall constitute a waiver by such party of any
other provision hereof (whether or not similar), and (c) shall not constitute a
continuing waiver by such party.
11.06 Notices. Any notice, request, consent, approval, waiver or other
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communication provided or permitted to be given under this Second Amended
Agreement shall be in writing and shall be delivered in person or sent by U.S.
mail, overnight courier or fax to the appropriate addresses set forth below.
Any such communication shall be effective upon actual receipt; provided,
however, that in the case of delivery by fax after the normal business hours of
the
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recipient, such communication shall be effective on the next business day
following the transmission of such fax. For purposes of notice, the addresses of
the Parties shall be as follows;
If to the Petrosearch Parties:
Petrosearch Energy Corporation
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxx, President
Fax: (000) 000-0000
If to Rock:
Rock Energy Partners Operating, L.P.
00000 Xxxxxxxx Xxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx L, Xxxxx
Fax: (000) 000-0000
with copies to:
Snow Xxxxx Xxxxxx LLP 0000
Xxxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxx
Fax No.: (000) 000-0000
Xxxx Xxxxxx
Castletop Capital Properties, L.P.
5000 Plaza on the Lakes, Xxxxx 000
Xxxxxx, Xxxxx 00000
Fax:
-------------------
Xxxx Xxxxxx
DuBois, Bryant, Xxxxxxxx & Xxxxxxxx
000 Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Fax: (000) 000-0000
Each party shall have the right, upon giving ten (10) days' prior notice to the
other party in the manner provided in this section, to change its address for
purposes of notice.
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11.07 Expenses. The Parties, jointly and severally, shall be solely
---------
responsible for all costs and expenses incurred by them in connection with the
transactions contemplated hereby.
11.08 Severability. If any term or other provision of this Second
-------------
Amended Agreement is invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other conditions and provisions of this Second
Amended Agreement shall nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby is not
affected in any adverse manner with respect to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the Parties shall negotiate in good faith to modify this
Second Amended Agreement so as to effect the original intent of the Parties as
closely as possible. The obligations of the Parties hereunder are severable and
not joint.
11.09 Counterparts. This Second Amended Agreement may be executed in
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counterparts (including faxed counterparts). Each such counterpart shall be
deemed an original, but all such counterparts together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement.
PETROSEARCH CORPORATION N/K/A
PETROSEARCH ENERGY CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
--------------------------------
Date: September 21, 2006 Title: President and CEO
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PETROSEARCH OPERATING COMPANY, L.L.C.
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
--------------------------------
Date: September 21, 2006 Title: Manager
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PURSUIT PETROSEARCH, L.L.C.
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
--------------------------------
Date: September 21, 2006 Title: Manager
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XXXXXX PETROSEARCH, L.L.C.
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
--------------------------------
Date: September 21, 2006 Title: Manager
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ROCK ENERGY PARTNERS OPERATING, L.P.
By: /s/ illegible
----------------------------------
Name: illegible
--------------------------------
Date: September 21, 2006 Title: illegible
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ROCK ENERGY PARTNERS, L.P.
By: /s/ illegible
----------------------------------
Name: illegible
--------------------------------
Date: September 21, 2006 Title: illegible
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