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EXHIBIT 2.1.1
October 12, 1998
Xxxxx X. Xxxx, President
S-Sixteen Holding Company
000 Xxxx Xxxxxx
00xx Xxxxx
Xxxxx, XX 00000
Re: Agreement and Plan of Merger
Dear Xx. Xxxx:
As you are aware, the September 21, 1998, letter to Xxxxx Xxxx of Remington
Oil & Gas Corporation ('Remington') from H. Xxxxx Xxxxxxx, Assistant Director of
the Corporation Finance Division of the Securities and Exchange Commission,
points out an ambiguity in the Agreement and Plan of Merger (the 'Merger
Agreement') dated June 22, 1998, between Remington and S-Sixteen Holding Company
('SSHC'). The ambiguity relates to Remington's ability to waive the condition,
set forth in Section 7.2(d) of the Merger Agreement, that Remington receive an
opinion from its special tax advisor, Xxxxxx Xxxxxxxx, LLP, that the transaction
contemplated by the Merger Agreement will constitute a tax-free reorganization
within the meaning of Section 368(a) of the Internal Revenue Code.
As you recall, and as recounted in the draft Form S-4 under The
Transaction -- Background of the Transaction, the ability to structure the
merger transaction as a tax-free reorganization was an important factor in the
negotiation of the Merger Agreement. It is our clear understanding that the
Merger Agreement contemplates a tax-free reorganization and it will only go
forward on that basis.
Therefore, we propose that the Merger Agreement be amended to clarify our
shared understanding as follows:
Section 7.2(d) shall be amended by the insertion of the following
language at the end of the current section:
Notwithstanding the foregoing, the condition set forth in
subsection 7.2(d) shall not be waivable by Remington.
Please indicate your agreement with the proposed amendment by signing this
letter where set forth below and returning it to me.
Thank you for your cooperation.
Sincerely,
REMINGTON OIL & GAS CORPORATION
By /s/ XXXXX XXXX
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Xxxxx Xxxx, Chief Executive
Officer
Accepted and Agreed to:
S-SIXTEEN HOLDING COMPANY
By /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx, President
