THE PURCHASE AGREEMENT, AS AMENDED HEREBY, TO BE "PURCHASER"
THEREUNDER AND HEREUNDER, AND THE PURCHASE AGREEMENT, PURSUANT TO SECTION 12.10
THEREOF, SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF EPOP AS THE SUCCESSOR
TO VERNON HOLDINGS.
(B)
SELLER, EPOP AND VERNON GATHERING AGREE THAT
FROM AND AFTER THE EFFECTIVE TIME OF THIS AMENDMENT, ALL REFERENCES TO
"PURCHASER" IN THE PURCHASE AGREEMENT, AS AMENDED HEREBY, SHALL REFER TO VERNON
GATHERING INSOFAR AS, AND ONLY TO THE EXTENT THAT, THE USE OF SUCH TERM IN THE
PURCHASE AGREEMENT, AS AMENDED HEREBY, RELATES TO THE RIGHTS AND OBLIGATIONS OF
PURCHASER IN RESPECT OF THE AGC ASSETS AND THE ASSUMED AGC OBLIGATIONS.
(C)
SELLER, EPOP AND VERNON GATHERING AGREE
THAT, NOTWITHSTANDING SECTION 12.19 OF THE PURCHASE AGREEMENT, EPOP AND VERNON
GATHERING SHALL BE DEEMED TO BE EXPRESS SIGNATORIES AND PARTIES TO THE PURCHASE
AGREEMENT, AS AMENDED HEREBY.
(D)
EPOP AND VERNON GATHERING ACKNOWLEDGE AND
AGREE THAT THEY HAVE NO OBJECTION TO THE TIMING OF THE DELIVERY BY SELLER OF THE
MATERIAL CONTRACTS DELIVERED BY SELLER TO PURCHASER PURSUANT TO SECTION 7.17 OF
THE PURCHASE AGREEMENT AND NO ADJUSTMENT TO THE PURCHASE PRICE SHALL BE REQUIRED
PURSUANT TO SECTION 7.16 OF THE PURCHASE AGREEMENT.
Section 1.2
Amendment to the Definitions
Section of the Purchase Agreement.
The Definitions section of the Purchase Agreement is hereby amended by adding
the following defined terms thereto:
"AGC Assets" has the meaning set forth in Section 12.10.
"Assumed AGC Obligations" has the meaning set forth in Section 12.10.
"EPOP" means EXCO Partners Operating Partnership, LP, a Delaware limited
partnership.
"Mineral Interests" has the meaning set forth in Section 1.2(a).
2
"Vernon Gathering" means Vernon Gathering, LLC, a Delaware limited liability
company and wholly-owned subsidiary of EPOP.
Section 1.3
Amendment to Section 1.2(a) of
the Purchase Agreement. Section 1.2(a) of the Purchase Agreement is hereby
amended and restated in its entirety to read as follows:
(A)
ALL OF (I) THE OIL AND GAS LEASES;
SUBLEASES AND OTHER LEASEHOLDS; CARRIED INTERESTS; FARMOUT RIGHTS; OPTIONS; AND
OTHER PROPERTIES AND INTERESTS DESCRIBED ON EXHIBIT A ATTACHED HERETO, SUBJECT
TO SUCH DEPTH LIMITATIONS AND OTHER RESTRICTIONS AS MAY BE SET FORTH ON
EXHIBIT A (COLLECTIVELY, THE "LEASES") AND (II) FEE MINERAL INTERESTS, FEE
ROYALTY INTERESTS AND OTHER FEE INTERESTS IN OIL, GAS AND OTHER MINERALS
DESCRIBED ON EXHIBIT A (COLLECTIVELY, THE "MINERAL INTERESTS"), (IN EACH CASE)
TOGETHER WITH EACH AND EVERY KIND AND CHARACTER OF RIGHT, TITLE, CLAIM, AND
INTEREST THAT SELLER HAS IN AND TO THE LANDS COVERED BY THE LEASES AND MINERAL
INTERESTS AND THE INTERESTS CURRENTLY POOLED, UNITIZED, COMMUNITIZED OR
CONSOLIDATED THEREWITH (THE "LANDS");
Section 1.4
Amendment to Section 1.2(c) of
the Purchase Agreement. Section 1.2(c) of the Purchase Agreement is hereby
amended and restated in its entirety to read as follows:
(C)
ALL INTERESTS OF SELLER IN OR TO ANY
CURRENTLY EXISTING POOLS OR UNITS WHICH INCLUDE ANY LANDS OR ALL OR A PART OF
ANY LEASES OR MINERAL INTERESTS OR INCLUDE ANY WELLS, INCLUDING THOSE POOLS OR