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Amendment No. 2 to Purchase Agreement
(Superior Oil and Gas -
EagleSpan Steel Structures)
February 7,
2005
Mr. Jerry W.
Curtis, President
EagleSpan Steel
Structures, Inc.
102 West
4 th
Street
Loveland, CO
80537
Re: Purchase
Agreement effective December 19, 2004 between Superior Oil and Gas
Co. (“Superior”) and EagleSpan Steel Structures, Inc.
(ESS”) (the Purchase Agreement”);
Amendment No. 1
to the Purchase Agreement
Dear Mr.
Curtis:
This letter (
“Amendment No. 2”) amends the Purchase Agreement and
Amendment No. 1 recited above.
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A.
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Section B. 2.
b. of Amendment No. 1 to Purchase Agreement shall be deleted, and
the following substituted for it:
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b.
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Superior shall
loan 1,500,000 newly issued, shares of Superior’s Common
Stock to EagleSpan, which shares EagleSpan may use as additional
collateral for any EagleSpan bank debt, currently existing or newly
created, that is personally guaranteed by Jerry Curtis. It is the
intent of the Parties that ESS obtain at least $500,000.00 in loan
proceeds from the securities provided above.
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B.
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Section B.2.c.
of Amendment No. 1 to Purchase Agreement shall be deleted, and the
following substituted for it:
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c.
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All EagleSpan
capital stock purchased by Superior shall secure the payment by
Superior of its $3,000,000 in Promissory Notes and interest
thereon.
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C.
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Section B.2.d.
of Amendment No. 1 to Purchase Agreement shall be deleted, and the
following substituted for it:
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d.
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Until
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