Exhibit
10.1


 


 


SECOND AMENDMENT


 


TO


 


PURCHASE AND SALE AGREEMENT


 


Among


 


IMPERIAL PETROLEUM INC.


as Seller,


 


and


 


WHITTIER ENERGY COMPANY AND PREMIER NATURAL
RESOURCES, LLC


as Buyer


 


Dated July 28, 2006


 


 

















 


SECOND AMENDMENT


TO


PURCHASE AND SALE AGREEMENT


 


 


This  SECOND AMENDMENT TO PURCHASE AND SALE
AGREEMENT (“Second Amendment”) is
entered into as of July 28, 2006 by Imperial Petroleum, Inc., a Nevada
corporation (Seller) and Whittier Energy Company, a Nevada corporation and
Premier Natural Resources, LLC, a Delaware limited liability company
(collectively, Buyer).


 


Recitals


 


A.            Seller and Buyer are
parties to that certain Purchase and Sale Agreement dated May 1, 2006 ( the “PSA”)
pursuant to which the Seller agreed to sell certain properties to Buyer.  The Purchase and Sale Agreement was amended
by the First Amendment To Purchase And Sale Agreement Dated June 26, 2006 (“First
Amendment”).  References to the PSA shall
include the PSA as amended by the First Amendment.  Capitalized terms used herein and not otherwise
defined shall have the meanings given such terms in the PSA.


 


B.            The parties desire
to further amend the PSA.


 


NOW, THEREFORE, for and in consideration of the covenants contained
herein and in the PSA, the parties agree as follows:


 


Article
1.                Amendments
to PSA.


 


1.1           Postpone Closing. 
Section 6(c)(ii) is hereby amended and restated as follows:


 


                                (ii)           Postpone Closing.  Whether or not Seller has then
begun to, or ever begins to, cure one or more Asserted Defects (and whether or
not Seller has elected option (iii) below with respect to one or more Asserted
Defects), Seller may postpone the Closing by designating a new Closing Date not
later than August 9, 2006, so that it may attempt to cure one or more Asserted
Defects.  Notwithstanding any such election
to postpone Closing, Seller shall still have no obligation to cure Asserted
Defects.


 


                1.2           Actions At Closing. 
The first paragraph of Section 10(a) is hereby amended and restated as
follows:


 


10.           Closing.


 


                (a)           Actions
At Closing.  The closing
(herein called the “Closing”) of the transaction contemplated hereby shall take
place in the offices


 


 

















 


of Vinson & Elkins L.L.P. located at
First City Tower, 1001 Fannin Street, Suite 2300, Houston, Texas 77002 at 10:00
a.m. local time on August 9, 2006 (“Closing Date”).  The term Closing Date shall include such
other date and time (i) as Buyer and Seller may mutually agree upon or (ii) to
which the Closing may be postponed pursuant to Sections 6(c)(ii) or 8(a) above.  At the Closing:


 


Article 2.                Delayed
Closing on Properties With Defects.


 


                2.1           Phase II Properties.  For each Asserted Defect of which Buyer gives
Seller notice pursuant to Section 6 that is not cured by the Closing Date and
no dispute exists with respect to the existence thereof, Buyer and Seller, by
mutual agreement may elect at the Closing to designate the Property or the
undivided interest in a Property subject of such Asserted Defect notices for
purchase after the Closing (such Property or undivided interest therein, a “Phase
II Property”).


 


                2.2           Agreement on Phase II Property
Values.  The Parties shall agree at
Closing on the values from Schedule I applicable to each Phase II
Property.  Such values shall be the
Purchase Price for each Phase II Property.


 


                2.3           Partial Purchase at Closing.  Buyer may elect to purchase at Closing the
undivided interest portion of any Property (a portion of which is a Phase II
Property) at the value for such Property from Schedule I less the value for the
Phase II Property portion of such Property agreed to in Article 2.2 above.


 


                2.4           Curative Work Performed by Buyer.  After Closing, Buyer may elect to cure any
Asserted Defect as to each Phase II Property at its sole cost and expense.   After Closing, Seller may also elect to cure
any Asserted Defect as to a Phase II Property.


 


                2.5           Phase II Closing.  Buyer shall purchase each Phase II Property
from Seller as soon as the Asserted Defect for that Phase II Property is cured
but in no event after November 7, 2006. 
The date or dates on which each such Phase II Property is purchased by Buyer
from Seller shall be the Phase II Closing Date for that Property. If the
Asserted Defect with respect to the Phase II Property is not cured by November
7, 2006 and Buyer has not agreed to purchase the Phase II Property without curative,
then such Phase II Property shall automatically be removed from the sale and
transactions contemplated by the PSA and herby and the Parties shall have no
further obligations to each other with respect to such Property.


 


                2.6           Other Provisions.  The other provisions of the PSA shall
continue to apply to the Phase II Properties as if the Closing Date were the
same as the Phase II Closing Date for each such Property with the exception of
Section 10(a)(vi) which is amended as to the Phase II Properties to read as
follows:


 


(vi)          Payment to Seller.  Buyer shall deliver to the Seller, by wire
transfer of immediately available funds to a single account designated by
Seller in a bank located in the United States, an amount equal to one hundred
percent (100%) of the Purchase Price for each Phase II Property.


 


 


2

















 


Article
3.                Miscellaneous.


 


3.1           PSA Continues in
Effect.  Except as modified by this
Second Amendment and any modifications by Seller and Buyer to the form of the
Post-Closing Escrow Agreement entered into before the date hereof, the PSA
shall continue in effect as originally written.


 


3.2           Choice of Law.  Without regard to principles of conflicts of
law, this Second Amendment shall be construed and enforced in accordance with
and governed by the laws of the State of Texas applicable to contracts made and
to be performed entirely within such state and the laws of the United States of
America.


 


3.3           Counterparts.  This Second Amendment may be executed by one
or more of the parties hereto in any number of separate counterparts, and all
of such counterparts taken together shall be deemed to constitute one and the
same instrument.


 


 


IN WITNESS WHEREOF, this Second Amendment is
executed by the parties hereto as of the date set forth above.


 


 


	
  IMPERIAL
  PETROLEUM, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jeffrey T. Wilson

  	
   

  
	
   

  	
  Jeffrey
  T. Wilson,

  	
   

  
	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
  WHITTIER ENERGY COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Daniel H. Silverman

  	
   

  
	
   

  	
  Daniel H. Silverman, Vice
  President

  	
   

  
	
   

  	
  and Chief Operating
  Officer

  	
   

  
	
   

  	
   

  
	
  PREMIER
  NATURAL RESOURCES, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ J. Chris Jacobsen

  	
   

  
	
   

  	
  J.
  Chris Jacobsen, President and Manager

  	
   

  



 


 


3