FIRST AMENDMENT TO ASSET PURCHASE
AGREEMENT
THIS FIRST
AMENDMENT TO ASSET PURCHASE AGREEMENT (this “
Amendment ”) is made and entered into effective as of
December 14, 2005, by and among Redley Company, a Delaware
general partnership, Burris Run Company, a Delaware general
partnership, and Red Clay Minerals, a Delaware general partnership
(hereafter collectively referred to as “ Seller
”), and Petrohawk Energy Corporation, a Delaware corporation
(“ Buyer ”).
WHEREAS, Buyer and
Seller entered into that certain Asset Purchase Agreement, dated
effective as of December 14, 2005 (the
“Agreement”);
WHEREAS, Buyer and
Seller desire to amend the Agreement as set forth below;
and
WHEREAS, all
capitalized terms used but not otherwise defined shall have the
meaning given such terms in the Asset Purchase
Agreement;
NOW, THEREFORE, in
consideration of the premises, the respective representations,
warranties, covenants and agreements contained herein, and other
good and valuable consideration, the legal sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
1. The
parties agree (a) that Burris Run Company and Red Clay
Minerals may withdraw, and are hereby withdrawing, from the
Agreement; and (b) that Burris Run Company and Red Clay
Minerals are hereby released from any and all representations,
warranties, indemnities and covenants under the Agreement. All
references to Burris Run Company and/or Red Clay Minerals in the
Agreement and in the exhibits and schedules thereto are hereby
deemed deleted ab initio . The parties understand that such
deletions mean that, among
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