RIGHT TO
RECEIVE THE AGC ASSETS AT THE CLOSING.
(B)
SUBJECT TO INDEMNIFICATION BY SELLER UNDER
SECTION 11.5, ON THE CLOSING DATE, VERNON GATHERING AGREES TO ASSUME AND TO
FULFILL, PERFORM, PAY AND DISCHARGE (OR CAUSE TO BE FULFILLED, PERFORMED, PAID
OR DISCHARGED) THE ASSUMED AGC OBLIGATIONS.
(C)
SELLER HEREBY AGREES TO EXECUTE AND DELIVER
THE CONVEYANCE ATTACHED HERETO AS EXHIBIT B-2 TO VERNON GATHERING AT THE
CLOSING, AND VERNON GATHERING HEREBY AGREES TO EXECUTE AND DELIVER SUCH
CONVEYANCE TO SELLER AT THE CLOSING.
ARTICLE III
MISCELLANEOUS
Section 3.1
Severability. If any term or
other provisions of this Amendment is held invalid, illegal or incapable of
being enforced under any rule of Law, all other conditions and provisions of
this Amendment shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in a materially adverse manner with respect to either party; provided,
however, that if any such term or provision may be made enforceable by
limitation thereof, then such term or provision shall be deemed to be so limited
and shall be enforceable to the maximum extent permitted by applicable Law
Section 3.2
Governing Law and Venue. THIS
AMENDMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS OTHERWISE APPLICABLE TO SUCH DETERMINATIONS.
JURISDICTION AND VENUE WITH RESPECT TO ANY DISPUTES ARISING HEREUNDER SHALL BE
PROPER ONLY IN HARRIS COUNTY, TEXAS.
Section 3.3
Counterparts. This Amendment
may be executed and delivered (including by facsimile transmission) in
counterparts, each of which shall be deemed an original instrument, but all such
counterparts together shall constitute but one agreement.
5
Section 3.4
Ratification. The parties
hereto hereby ratify and approve the Purchase Agreement, as amended hereby, and
the parties hereto acknowledge that all of the terms and provisions of the
Purchase Agreement, as amended hereby, are and remain in full force and effect.
[Signature Page Follows]
6
IN WITNESS WHEREOF, this Amendment is executed by the parties hereto as of the
date set forth above.
ANADARKO PETROLEUM CORPORATION
By:
/s/ Albert L. Richey
Name:
Albert L. Richey
Title:
Vice President, Corporate Development
ANADARKO GATHERING COMPANY
By:
/s/ Albert L. Richey
Name:
Albert L. Richey
Title:
Vice President, Corporate Development
EXCO PARTNERS OPERATING PARTNERSHIP,
L.P.
By:
EXCO Partners OLP GP, LLC, its sole general
partner
By:
/s/ R. L. Hodges
Name:
R. L. Hodges
Title:
Vice President - Land
VERNON GATHERING, LLC
By:
/s/ R. L. Hodges
Name:
R. L. Hodges
Title:
Vice President - Land
SIGNATURE PAGE
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND
ASSIGNMENT OF PARTIAL INTEREST IN PURCHASE AND SALE AGREEMENT