FIRST AMENDMENT TO PURCHASE AND SALEAGREEMENT
Exhibit 2.2
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement (this “Amendment”) dated as of September 30, 2008, is made and entered into by and among CANO PETROLEUM, INC., a Delaware corporation (“Seller”), LEGACY RESERVES OPERATING LP, a Delaware limited partnership (“Buyer”), and PANTWIST, LLC, a Texas limited liability company (the “Company”).
W I T N E S S E T H:
WHEREAS, Seller, Buyer and the Company entered into that certain Purchase and Sale Agreement dated September 5, 2008, wherein Seller agreed to sell to Buyer and Buyer agreed to purchase from Seller all of the issued and outstanding membership interests of the Company (the “Purchase Agreement”); and
WHEREAS, Seller, Buyer and the Company desire to amend certain exhibits attached to the Purchase Agreement.
Agreement
NOW, THEREFORE, for and in consideration of the mutual agreements contained in the Purchase Agreement and this Amendment and other good and valuable consideration, Seller, Buyer and the Company agree as follows:
1. Exhibit A to the Purchase Agreement is hereby amended in its entirety to read as set forth on Exhibit A attached to this Amendment.
2. Exhibit B to the Purchase Agreement is hereby amended in its entirety to read as set forth on Exhibit B attached to this Amendment.
3. Except as specifically provided herein, all terms and provisions of the Purchase Agreement shall remain unchanged, and the Purchase Agreement, as modified by this Amendment, is hereby ratified, acknowledged and reaffirmed by Seller, Buyer and the Company.
4. This Amendment may be executed in any number of counterparts and all such counterparts shall be taken together as one document. Signatures on this Amendment transmitted by fax or other electronic means shall constitute and be deemed original signatures and be binding for all purposes.
[Remainder of Page Intentionally Left Blank]
EXECUTED effective as of the date first above written.
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| SELLER: | ||||||||||
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| CANO PETROLEUM, INC. | ||||||||||
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| By: | /s/ S. Jeffrey Johnson | |||||||||
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| Name: | S. Jeffrey Johnson | |||||||||
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| Title: | Chairman and Chief Executive Officer | |||||||||
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| THE COMPANY: | ||||||||||
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| PANTWIST, LLC | ||||||||||
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| By: | /s/ S. Jeffrey Johnson | |||||||||
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| Name: | S. Jeffrey Johnson | |||||||||
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| Title: | President | |||||||||
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| BUYER: | ||||||||||
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| LEGACY RESERVES OPERATING LP | ||||||||||
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| By: | Legacy Reserves Operating GP LLC, | |||||||||
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| Its General Partner | |||||||||
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| By: | Legacy Reserves LP, Its Sole Member | |||||||||
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| By: | Legacy Reserves GP, LLC, Its | |||||||||
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| General Partner | |||||||||
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| By: | /s/ Kyle A. McGraw | |||||||||
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| Name: | Kyle A. McGraw | |||||||||
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| Title: | EVP | |||||||||
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Exhibit A – Leases and Land
Exhibit B – Wells and Allocation of the Purchase Price
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