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EXHIBIT 2.2
AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT
This Amendment to Asset Purchase and Sale Agreement ("Amendment") is
entered into as of May 14, 1998, by and between UNION PACIFIC RESOURCES COMPANY,
a Delaware corporation ("Seller") and UNITED STATES EXPLORATION, INC., a
Colorado corporation ("Buyer").
WHEREAS, Seller and Buyer entered into and Asset Purchase and Sale
Agreement dated April 9, 1998 (the "Agreement") which the Parties desire to
amend as set forth below.
NOW, THEREFORE, the Parties agree to amend the Agreement as follows:
A. Capitalized terms used in this Amendment shall have the
meanings defined in the Agreement.
B. Xxxxxxxx "X", "X-0", "X-0", "X", "X-0" and "D-2" to the
Agreement are deleted in their entirety and Xxxxxxxx "X",
"X-0", "X-0", "X", "X-0" and "D-2" attached to this Amendment
and made a part hereof are substituted in their place.
C. Article 2.01 of the Agreement is deleted and the following
provision substituted in its place:
2.01 SALE AND PURCHASE.
(a) INCLUDED ASSETS. Subject to the terms and conditions
of this Agreement and in consideration of Buyer's
payment to Seller of the Purchase Price as herein
provided, Buyer agrees to purchase from Seller, and
Seller agrees to sell and convey to Buyer, the
Assets.
(b) EXCLUDED ASSETS. Notwithstanding anything herein
provided to the contrary, the term "Assets" as used
in this Agreement shall not include, and there is
excepted, reserved and excluded from the sale
contemplated hereby (i) all cash, deposits, checks,
funds, accounts receivable, notes receivable, or
similar items attributable to the Assets with respect
to any period of time prior to the Effective Date,
except for those funds in suspense accounts to be
delivered to Buyer pursuant to Article 13.01(b)
hereof and except as provided in Article 13.02(e)
hereof; (ii) all Hydrocarbon production from or
attributable to the Assets with respect to all
periods prior to the Effective Date and all proceeds
attributable thereto, and all Hydrocarbons that, at
the Effective Date, are owned by Seller and are above
pipeline connection and in storage or otherwise held
in inventory and all proceeds attributable thereto;
(iii) all fee mineral interests and fee royalty
interests owned by Seller, provided, however, if all
or any portion of Seller's NRI in a Well listed in
Exhibit "A" or an Upside Location listed in Exhibit
"B" is attributable to a fee mineral interest or
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fee royalty interest, Seller shall convey to Buyer at
the Closing an oil, gas and mineral lease, in the
form and containing the terms and conditions set
forth in Exhibit "D-2" hereto, covering said fee
mineral interest or fee royalty interest for such
Well shown in Exhibit "A" or such Upside Location in
Exhibit "B"; (iv) Assets conveyed to third parties
pursuant to Preference Rights as provided in Article
18.01 or retained by Seller because of the failure to
obtain, comply with or otherwise satisfy a Transfer
Requirement as provided in Article 18.02; (v) for
each Lease assigned to Buyer, there is reserved to
Seller an overriding royalty equal to the excess, if
any, of 17.5% of 8/8ths of production from such Lease
over the aggregate burdens of record as more fully
described in the Exhibit "D-1"; and (vi) all
geophysical, seismic and other technical data and
interpretations specifically related to the Assets,
provided, however, that Seller agrees to provide
Buyer with a seismic license of any such data that
Seller is lawfully permitted to license at Closing.
Buyer agrees to pay Seller's costs to reproduce the
data covered thereby.
(c) WELD COUNTY PARTNERSHIP. Seller agrees to assign to
Buyer its partnership interest in the Weld County
Partnership Agreement entered into December 31, 1982,
between Xxxxxxxx Petroleum Company and True Oil
Company (the "Weld County Partnership") on and
effective such date, if ever, that Seller's allocated
share of partnership income and costs is 91%. Upon
such assignment to Buyer, the Weld County Partnership
shall be deemed to be an Asset under this Agreement
and Buyer shall be subject to all leases, joint
operating agreements and other agreements with
respect thereto. Seller's obligations under this
Article 2.01 (c) shall be subject to any
Transfer Requirements.
D. Article 14 (a)-(d) of the Agreement is deleted and the
following provisions substituted in their place:
(a) REVENUES. Except as provided in Article 13.02(e), all
proceeds from production, accounts receivables, notes
receivables, income, revenues, monies and other items
attributable to the Assets with respect to any period
of time prior to the Effective Date shall belong to
and be retained by or paid over to Seller. All
proceeds from production, accounts receivables, notes
receivables, income, revenues, monies and other items
attributable to the Assets with respect to any period
of time from and after the Effective Date shall
belong to and be retained by or paid over to Buyer,
except for Hydrocarbons that, at the Effective Date,
are attributable to the Assets and are in storage or
are otherwise held in inventory and all proceeds
attributable thereto.
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(b) EXPENSES. All costs, expenses, accounts payable and
accrued liabilities attributable to the Assets with
respect to any period of time prior to the Effective
Date, shall be the obligation of and paid by Seller,
and all necessary reports with respect to such costs
and expenses shall be filed by Seller. All costs,
expenses, accounts payable and accrued liabilities
attributable to the Assets with respect to any period
of time from and after the Effective Date shall be
the obligation of and be paid by Buyer.
(c) AD VALOREM AND PROPERTY TAXES. All ad valorem taxes,
real property taxes, personal property taxes and
similar obligations shall be apportioned as of the
Effective Date between Buyer and Seller. All such
taxes allocable to the period prior to the Effective
Date shall be paid by Seller, and all such taxes
allocable to the period after the Effective Date and
after shall be paid by Buyer. Any refunds of taxes
allocable to periods prior to the Effective Date
shall be the property of Seller. Seller shall pay ad
valorem taxes for 1998 based on 1997 production, and
Buyer shall reimburse Seller for the lesser of 50% of
the amount of such taxes or $150,000. Buyer shall
file or cause to be filed all required reports and
returns incident to such taxes which relate to any
period ending after the Effective Date, and shall pay
or cause to be paid to the taxing authorities all
such taxes reflected on such reports and returns,
subject to Buyer's right to require Seller to pay any
portion thereof relating to a period prior to the
Effective Date under Article 14(g).
(d) SALES TAXES, FILING FEES, ETC. Buyer shall be liable
for any sales taxes or other transfer taxes, as well
as any applicable conveyance, transfer and recording
fees, and real estate transfer stamp or taxes imposed
upon the sale of the Assets. If Seller is required by
applicable state law to report and pay these taxes or
fees, Buyer shall promptly deliver a check to Seller
in full payment thereof. If Buyer represents to
Seller that Seller is not required by applicable
state law to report and pay a particular tax or fee,
then Buyer shall indemnify Seller and hold it
harmless from any Losses resulting from such
representation.
E. Article 19.12 is amended by changing the name of Seller from
"Union Pacific Oil & Gas Company" to "Union Pacific Resources
Company".
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as
of the date first above written.
SELLER'S SELLER:
TAX ID NO. 00-0000000
UNION PACIFIC RESOURCES COMPANY
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Attorney-in-Fact
BUYER'S BUYER:
XXX XX XX. 00-0000000
XXXXXX XXXXXX EXPLORATION, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Chairman, CEO, President
