Second Amendment to Settlement Agreement dated March 6, 2020
Exhibit 10.1
Second Amendment to Settlement Agreement
This Second Amendment to Settlement Agreement, dated March 6, 2020 (this “Amendment”), is by and among Eric L. Oliver, SoftVest, L.P., SoftVest Advisors, LLC, Murray Stahl, Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC (f/k/a Horizon Asset Management LLC), Allan R. Tessler, ART-FGT Family Partners Limited, and Tessler Family Limited Partnership (collectively, the “Investor Group”), on the one hand, and Texas Pacific Land Trust (the “Trust”), John R. Norris III and David E. Barry, on the other hand (each, a “Party” and collectively, the “Parties”).
RECITALS
WHEREAS, the Parties previously entered into that certain Settlement Agreement, dated July 30, 2019 (the “Settlement Agreement”);
WHEREAS, the Conversion Exploration Committee of the Trust recommended a plan of conversion on January 20, 2020;
WHEREAS, the Parties entered into that certain First Amendment to Settlement Agreement, dated February 20, 2020; and
WHEREAS, the Parties desire hereby to amend the Settlement Agreement in the manner set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | The last sentence of Item 5 of the Settlement Agreement is hereby amended and restated in its entirety as follows: |
“Notwithstanding anything to the contrary in this Agreement, the Decision Period shall extend through March 20, 2020.”
| 2. | This Amendment modifies the Settlement Agreement only to the extent set forth herein. Except as specifically amended by this Amendment, the Settlement Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed. |
| 3. | The construction and interpretation of this Amendment shall be exclusively governed by the laws of the State of Texas, without giving effect to its conflict of law rules. |
| 4. | This Amendment may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the Parties hereto and delivered to each of the other Parties hereto. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail in portable document format (pdf) shall be equally as effective as delivery of an original executed counterpart of this Amendment. |
| 5. | This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors, parents, affiliates, subsidiaries, officers, trustees, directors, partners, employees, and permitted assigns. |
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, each of the Parties hereto has executed this Amendment or caused the same to be executed by its duly authorized representative as of the date first above written.
| TEXAS PACIFIC LAND TRUST | ||
| By: | /s/ David E. Barry | |
| Name: David E. Barry | ||
| Title: Trustee | ||
| By: | /s/ John R. Norris, III | |
| Name: John R. Norris, III | ||
| Title: Trustee | ||
[Signature Page to Second Amendment to Settlement Agreement]
IN WITNESS WHEREOF, each of the Parties hereto has executed this Amendment or caused to the same to be executed by its duly authorized representative as of the date first above written.
| THE INVESTOR GROUP | ||
| HORIZON KINETICS LLC | |
| By: | /s/ Jay Kesslen | |
| Name: Jay Kesslen | ||
| Title: General Counsel | ||
| SOFTVEST ADVISORS, LLC | ||
| By: | /s/ Eric L. Oliver | |
| Name: Eric L. Oliver | ||
| Title: President | ||
| ART-FGT FAMILY PARTNERS LIMITED | ||
| By: | TESSLER FMC LLC, its general partner | |
| By: | /s/ Andrea Tessler | |
| Name: Andrea Tessler | ||
| Title: Manager | ||
| TESSLER FAMILY LIMITED PARTNERSHIP | ||
| By: | APRES VOUS LLC, its general partner | |
| By: | /s/ Andrea Tessler | |
| Name: Andrea Tessler | ||
| Title: Manager | ||
[Signature Page to Second Amendment to Settlement Agreement]
