EXHIBIT 2.2
October 23, 2001
Xxxxxxx Resources, L.P.
000 Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxx
Subject: Crude Oil Sales Agreement dated April 1, 2001 between
Tosco Refining Co. ("Tosco") and Plains Marketing, L.P. for
Xxxxxx Grande Crude Oil (the "Tosco Agreement")
Dear Xxx:
This is to confirm our understanding and agreement that in the event
the Crude Oil Marketing Agreement ("Marketing Agreement") dated November, 1998
among Plains Marketing, L.P. ("Plains Marketing") and Plains Resources Inc., et
al., terminates prior to the termination of the Tosco Agreement, a copy of which
is attached hereto as Exhibit "A", then in such event, the parties hereby agree
that Xxxxxxx Resources, L.P.'s ("Xxxxxxx") Xxxxxx Grande oil production will
nonetheless continue to be committed and sold to Plains Marketing for the term
of the Tosco Agreement under the same terms and conditions as provided for in
the Marketing Agreement (except for the term thereof). Further, if there is any
conflict between the terms of the Marketing Agreement and the terms of this
agreement, the terms of this agreement shall prevail.
No person, including Tosco (and its successors and assigns) and its
affiliates, other than the parties hereto is an intended beneficiary of this
agreement or any portion hereof. Neither this agreement nor any of the rights or
obligations hereunder may be assigned by a party without the other party's prior
written consent. Plains Marketing shall indemnify and hold harmless Xxxxxxx, and
its employees, and its controlling persons and affiliates, and their officers,
directors and stockholders, from any liability, damage, deficiency, loss,
penalty, cost or expense arising from or attributable to Plains Marketing's
performance, or failure to perform for any reason (unless such failure to
perform is caused by Xxxxxxx'x failure to perform under the Marketing
Agreement), under the Tosco Agreement.
Please confirm your agreement by signing and returning one copy of this
letter.
Thank you for your consideration.
Very truly yours,
PLAINS MARKETING, L.P.
By Plains Marketing G.P. Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President
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ACKNOWLEDGED AND AGREED:
XXXXXXX RESOURCES, L.P.
By Xxxxxxx Resources, Inc.
Its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President and Secretary
