EXHIBIT 10.2
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "First
Amendment"), is entered into on December 17, 2007, by and among Devon Energy
Production Company, L.P., an Oklahoma limited partnership (hereinafter referred
to as "Devon"), Amen Properties, Inc., a Delaware corporation (hereinafter
referred to as "Amen"), SFF Production, LLC, a Delaware limited liability
company ("SFF Production"), SFF Royalty, LLC, a Delaware limited liability
company ("SFF Royalty"), and XXXXX, an Oklahoma general partnership ("XXXXX")
(Amen, SFF Production, SFF Royalty and XXXXX being collectively referred to
hereinafter as the "Amen Companies"), effective as of the Effective Time
(hereinafter defined). Devon and the Amen Companies are sometimes referred to
herein individually as a "Party" and collectively as the "Parties". Capitalized
terms not defined herein shall have the meaning ascribed to such terms in the
Purchase Agreement (hereinafter defined).
PRELIMINARY MATTERS
WHEREAS, Devon and Amen are parties to that certain Purchase and Sale
Agreement (the "Purchase Agreement"), dated November 8, 2007, but made effective
as of 7:00 A.M. local time, said time to be determined for each locality in
which the Properties are located in accordance with the time generally observed
in said locality on October 1, 2007 (the Effective Time"); and
WHEREAS, Devon and the Amen Companies desire that each of SFF
Production, SFF Royalty and XXXXX be made a party to the Purchase Agreement and
further desire that certain other amendments be made to the Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and other good and valuable consideration in hand, the receipt
and sufficiency of which are hereby acknowledged, Devon and each of the Amen
Companies hereby agree as follows:
1. The introductory paragraph of the Purchase Agreement is hereby deleted and
replaced in its entirety with the following new introductory paragraph:
This PURCHASE AND SALE AGREEMENT, dated as of November 8, 2007
("Agreement"), is among Devon Energy Production Company, L.P.,
an Oklahoma limited partnership (hereinafter referred to as
"Seller"), Amen Properties, Inc., a Delaware corporation
("Amen"), SFF Production, LLC, a Delaware limited liability
company ("SFF Production"), SFF Royalty, LLC, a Delaware
limited liability company ("SFF Royalty"), and XXXXX, an
Oklahoma general partnership ("XXXXX"). Hereinafter in this
Agreement, any reference to "Buyer" shall be a reference to
Amen, SFF Production, SFF Royalty and XXXXX, to each of them,
individually, and to all of them, collectively. Seller and
Buyer are sometimes referred to collectively as the "Parties"
and individually as a "Party."
2. The penultimate sentence of Section 29(a) of the Purchase Agreement, which is
set forth below, is hereby deleted:
Any post-adjusted Sale Price pursuant to this Section 29 shall
bear interest from the Closing Date to the date of payment at
the Agreed Interest Rate.
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3. The following new paragraph is hereby added to Section 22 of the Purchase
Agreement:
Notwithstanding anything to the contrary in this Section 22 or
in this Agreement, XXXXX shall not have any obligations or
liabilities under this Section 22 or under this Agreement to
the extent such obligations or liabilities arise out of or are
attributable to the ownership or operation of any Properties
conveyed at Closing By Seller to SFF Production.
4. The last sentence of Section 29(c) of the Purchase Agreement is hereby
deleted and replaced in its entirety with the following:
Should Seller or its Affiliates receive after Closing any
proceeds to which Buyer is entitled under the immediately
foregoing sentence, Seller shall fully disclose, account for
and promptly, but in no event later than February 1, 2008,
remit the same to Buyer.
5. This First Amendment shall be binding upon and shall inure to the benefit of
the Parties and their respective successors and permitted assigns.
6. This First Amendment may not be altered or amended, nor any rights hereunder
waived, except by an instrument, in writing, executed by the Party to be charged
with such amendment or waiver. No waiver of any other term, provision or
condition of this First Amendment, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such term, other
provision or condition or as a waiver of any other term, provision or condition
of this First Amendment. The Purchase Agreement and this First Amendment embody
the entire agreement of the Parties, and supersede all prior agreements and
understandings of the Parties, with respect to the subject matter hereof.
7. If any provision of this First Amendment is invalid, illegal or incapable of
being enforced, all other provisions of this First 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.
8. This First Amendment may be separately executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to constitute one and the same agreement.
9. All references in any document, instrument, agreement or writing to the
Purchase Agreement shall hereafter be deemed to be references to the Purchase
Agreement as amended by this First Amendment.
10. This First Amendment shall be governed by the Laws of the State of Texas,
without regard to principles of conflicts of laws that would direct the
application of the Laws of another jurisdiction.
[Remainder of Page Intentionally Left Blank. Signature Page to Follow]
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IN WITNESS WHEREOF, this First Amendment has been signed by each of the
Parties as of the date first above written.
DEVON
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DEVON ENERGY PRODUCTION COMPANY, L.P.
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Manager, Acquisitions and Divestitures
AMEN COMPANIES
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AMEN PROPERTIES, INC.
By:
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
SFF PRODUCTION, LLC
By:
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
SFF ROYALTY, LLC
By:
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
XXXXX, an Oklahoma general partnership
By:
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Name:
Title: Attorney-in-Fact
