SECOND AMENDMENT TO LETTER OF INTENT
SECOND
AMENDMENT TO LETTER OF INTENT
THIS
AMENDMENT is
dated
and made effective this 19th
day of
March, 2008.
BETWEEN:
AMERIWEST
ENERGY CORP. (formerly
South Sea Energy Corp.),
a
Nevada
Corporation, having an address of 000 Xxxx 0xx
Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxxxx, XXX, 00000
(hereinafter
referred to as “Ameriwest”)
AND:
MUDDY
MINERAL EXPLORATION LLC, a
Wyoming
limited liability company having an address at XX Xxx 000, Xxxxxx, Xxxxxxx,
XXX,
00000
(hereinafter
referred to as “Muddy”)
WHEREAS
Pin
Petroleum Partners Inc. (“Pin”) and Muddy entered into a Letter of Intent dated
July 18, 2007 and a First Amendment to the Letter of Intent dated October 1,
2007 (collectively referred to herein as the “LOI”) wherein Pin was to acquire
and Muddy was to sell to Pin its 99.5% (presently attempting to acquire
remaining .5%) working interest and its 78% net royalty interest in and to
the
South Glenrock “C” field in Converse County, Wyoming (the “Interest” or the
“Assets”), in exchange for the payment to Muddy of a total of US$5,000,000;
AND
WHEREAS
the
parties now wish to further amend the terms of the LOI to reflect the proper
purchaser and terms of purchase:
NOW,
THEREFORE,
in
consideration of the premises, promises and covenants contained herein, the
parties hereto agree as follows:
1. Substitution
of Party
Ameriwest
shall be substituted in the name, place and stead of Pin in the LOI as if an
original signatory thereto. Ameriwest ratifies and adopts the LOI and agrees
to
be bound to the terms and conditions thereof and as amended herein. It is
acknowledged that an Assignment Agreement between Pin and Ameriwest respecting
the formal assignment of this transaction was executed on November 14,
2007.
2. Amendment
of Agreement
A. Amendment
to Paragraph 1
Paragraph
1 of the LOI is hereby amended to read as follows:
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”1.
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The
parties hereto agree that they will act together towards ensuring
that the
parties hereto enter into, on or before May 1, 2008 a definitive
agreement
(the”Definitive Agreement”) containing substantially the same terms and
provisions of this LOI.”
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B. Amendment
to Paragraph 2
Paragraph
2 of the LOI is hereby amended to read as follows:
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“2.
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The
Definitive Agreement shall provide for the payment, by Ameriwest
to Muddy,
of a total of US$5,000,000 as
follows:
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(a)
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on
or before July 15, 2007, US$500,000 (which amount has already been
paid
into escrow);
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(b)
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on
or before September 1, 2007, US$500,000 (which amount has already
been
paid into escrow);
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(c)
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on
or before October 1, 2007, US$750,000 (which amount has already been
paid
into escrow); and
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(d)
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on
or before June 1, 2008,
US$3,250,000.
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(the
payments in sections 2(a) to (d) to be collectively referred to as
the
“Payments”)
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3. Waiver
of Penalty
In
the
event the following conditions are met, Muddy will waive the penalty pursuant
to
Paragraph 4 (b) of the LOI:
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(a)
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Ameriwest
will be required to pay interest on the remaining Payment of $3,250,000
due on or before June 1, 2008, such interest to compound at a rate
of
eight percent (8%) on a semi-annual basis commencing January 4, 2008;
and
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(b)
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Ameriwest
will be required to pay the state bond respecting the Asset in the
amount
of US$200,000 on or before April 1,
2008.
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4. Entire
Agreement
This
Second Amendment and the LOI constitute the entire understanding and agreement
between the parties.
5. Execution
in Counterparts
This
Agreement may be executed in counterpart, each of which such counterpart,
whether in original for facsimile form and notwithstanding the date or dates
upon which this Agreement is executed and delivered by any of the parties,
shall
be deemed to be an original and all of which will constitute one and the same
agreement.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the day and year first above
written.
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Per:
Authorized Signatory
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MUDDY
MINERAL EXPLORATION LLC
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Per:
Authorized Signatory
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