FIRST AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT
FIRST
AMENDMENT TO
THIS
FIRST AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT (“First Amendment”) is
executed as of August 15, 2008, by Voyager Gas Holdings, L.P., a Texas limited
partnership (“Seller”), Voyager Gas
Corporation, a Delaware corporation (the “Company”), and ABC
Funding, Inc., a Nevada corporation (“Buyer”).
RECITALS
WHEREAS,
Seller, the Company, and Buyer are parties to a Stock Purchase and Sale
Agreement dated as of May 22, 2008 (the “Purchase Agreement”), pursuant
to which Seller agreed to sell and transfer, and Buyer agreed to purchase and
pay for, all of the issued and outstanding shares of common stock, par value
$0.01 per share, of the Company (terms defined in the Purchase Agreement shall
have the same meanings when used herein, unless expressly provided otherwise);
and
WHEREAS,
Seller, the Company, and Buyer desire to amend the Purchase Agreement in several
respects.
NOW,
THEREFORE, for and in consideration of the mutual promises contained in the
Purchase Agreement, the benefits to be derived by each Party thereunder and
hereunder, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller, the Company, and Buyer
agree as follows:
1. Amendments. The
Purchase Agreement is amended, effective as of May 22, 2008, as
follows:
(a) In
Section 6.9 of the Purchase Agreement, the reference to “this Section 6.10” is
deleted and “this Section 6.9” is substituted therefor.
(b) Section
8.1 of the Purchase Agreement is deleted in its entirety, and the following
provision is substituted therefor:
8.1 Closing. The
Closing shall be held at the offices of Xxxxxxx Xxxxxx L.L.P., at 0000 XxXxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 10:00 A.M., Central Time, on
September 2, 2008 (the “Scheduled Closing
Date”), or at such earlier or later date or other place or time as Seller
and Buyer may agree in writing (the Scheduled Closing Date, as so adjusted,
being referred to herein as the “Closing
Date”).
(c) The
addresses for Seller, the Company, and Buyer in Section 12.4 of the Purchase
Agreement are deleted in their entirety and the following provision is
substituted therefor:
If to Seller and the
Company: If to
Buyer:
Mr. Xxxx
Xxxxxx ABC
Funding, Inc.
Voyager
Gas Holdings,
L.P. 0000
XX 0000 Xxxx, Xxxxx 400
00000
Xxxxxx
Xxxxxxx Xxxxxxx,
Xxxxx 00000
Suite
1125
Attention: Xx. Xxxxxx X. Xxxx
Xxxxxxx,
Xxxxx 00000 Phone:
000-000-0000
Phone: 000-000-0000 Fax:
000-000-0000
Fax: 000-000-0000
with
copies
to: with
copies to:
Xx. Xxxxxxxxxxx
Xxx Xx. Xxxxxxx X.
Xxxxx
Natural Gas
Partners Xxxxxxxx & Xxxxxx
LLP
000 X. Xxxx Xxxxxxxxx Xxx.,
Xxxxx
000 919 Third Avenue,
39th Floor
Irving,
Texas 75062 Xxx Xxxx, Xxx
Xxxx 00000
Phone: 000-000-0000 Phone:
000-000-0000
Fax: 000-000-0000 Fax:
212/000-0000
and and
Mr. Xxxx
Xxxxxxx Xx. Xxxxxxx X.
Xxxxxxx
Xxxxx & Xxxxxxxxx
LLP Xxxxxxx Xxxxxx
L.L.P.
1000
Louisiana
0000 XxXxxxxx, Xxxxx
0000
Xxxxx
0000
Xxxxxxx,
Xxxxx 00000
Xxxxxxx,
Xxxxx 00000 Phone:
000-000-0000
Phone: 000-000-0000 Fax:
000-000-0000
Fax: 000-000-0000
(d) In
Schedule 1.1 to the Purchase Agreement, the definition of “Defect Amount” is
amended by deleting the reference to “Exhibit B” and
substituting therefor the term “Exhibit A-2”.
(e) Exhibit
A-2 to the Purchase Agreement is deleted in its entirety, and the revised
version of such Exhibit A-2 attached to this First Amendment as Appendix I is
substituted therefor.
2. Ratification. Seller,
the Company, and Buyer do hereby ADOPT, RATIFY, and CONFIRM the Purchase
Agreement and all of its terms and provisions, as amended hereby (as so amended,
the “Amended Purchase
Agreement”), and declare the Amended Purchase Agreement to be in full
force and effect effective as of the date of this First Amendment.
3. GOVERNING
LAW; JURISDICTION; VENUE. THIS FIRST AMENDMENT AND THE LEGAL
RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE
THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER
JURISDICTION. ALL OF THE PARTIES CONSENT TO THE EXERCISE OF
JURISDICTION IN PERSONAM BY THE COURTS OF THE STATE OF TEXAS FOR ANY ACTION
ARISING OUT OF THIS FIRST AMENDMENT. ALL ACTIONS OR PROCEEDINGS WITH
RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED
TO, OR FROM THIS FIRST AMENDMENT SHALL BE LITIGATED IN COURTS HAVING SITUS IN
HOUSTON, XXXXXX COUNTY, TEXAS.
4. Miscellaneous. This
First Amendment may be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all of such
counterparts shall constitute for all purposes one agreement. At the
Parties’ election, this First Amendment may be executed by the Parties in
different locations and shall become binding upon both Parties upon the exchange
by the Parties of executed signature pages by facsimile. In the event
of such a facsimile execution, the Parties shall execute and deliver each to the
other a fully executed original counterpart of this First Amendment within
thirty (30) days after such facsimile execution hereof; provided, however, that
the failure of the Parties to execute such an original counterpart of this First
Amendment shall not affect or impair the binding character or enforceability of
this First Amendment. This First Amendment shall inure to the benefit
of, and be binding on, the Parties and their respective successors and
assigns.
IN
WITNESS WHEREOF, Seller, the Company, and Buyer have executed this First
Amendment as of the date first above written, to be effective as provided
herein.
SELLER:
VOYAGER
GAS HOLDINGS, L.P.
By: VGH
GP, L.L.C., its General
Partner
By: /s/ Xxxxxxxxxxx
Xxx
Name: Xxxxxxxxxxx
Xxx
Title: Vice
President
COMPANY:
VOYAGER
GAS CORPORATION
By: /s/ Xxxx
Xxxxxx
Name: Xxxx
Xxxxxx
Title: President
BUYER:
By: /s/ Xxxxxx X.
Xxxx
Xxxxxx X. Xxxx
President
