exhibit1011.htm


    EXHIBIT 10.1.1

    
 

    FIRST
AMENDMENT TO

     

    STOCK PURCHASE AND SALE
AGREEMENT

     

    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 Jackson Walker L.L.P., at 1401 McKinney,
Suite 1900, Houston, Texas 77010, 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. Mike
Parker                                                                                                ABC
Funding, Inc.

    Voyager
Gas Holdings,
L.P.                                                                           4606
FM 1960 West, Suite 400

    15851
Dallas
Parkway                                                                                     Houston,
Texas  77069

    Suite
1125                                                                                                        
Attention: Mr. Robert P. Munn

    Addison,
Texas  75001                                                                                     Phone:
281-315-8880

    Phone:  214-694-2040                                                                                                Fax:
281-315-8863

    Fax:  214-694-2041

     

    with
copies
to:                                                                           with
copies to:

     

    Mr. Christopher
Ray                                                                                                Mr. Matthew S.
Cohen

    Natural Gas
Partners                                                                                                Thompson & Knight
LLP

    125 E. John Carpenter Fwy.,
Suite
600                                                                  919 Third Avenue,
39th Floor

    Irving,
Texas  75062                                                                                                New York, New
York  10022

    Phone:  972-432-1444                                                                                                Phone:
212-751-3794

    Fax:  972-432-1441                                                                                                Fax:
212/999-1613

     

    and                                                                           and


     

    Mr. John
English                                                                                                Mr. Michael P.
Pearson

    Baker & Hostetler
LLP                                                                                     Jackson Walker
L.L.P.

    1000
Louisiana                                                                                                  
1401 McKinney, Suite
1900

    Suite
2000                                                                                                          
 Houston,
Texas  77010

    Houston,
Texas  77002                                                                                     Phone:
713-752-4311

    Phone:  713-646-1384                                                                                          Fax:
713-752-4221

    Fax:  713-751-1717

     

    
      
         

      

      
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    (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, HARRIS 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/  Christopher
Ray

    Name:                      Christopher
Ray

    Title:                      Vice
President

     

    


     

    COMPANY:


     

    VOYAGER
GAS CORPORATION


     

    By:           /s/  Mike
Parker

    Name:                      Mike
Parker

    Title:                      President

     


    BUYER:


     

    ABC
FUNDING, INC.

     

    By:           /s/  Robert P.
Munn                                             

                                                                                                                                   
Robert P. Munn

    President

     

    
      
         

      

      
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