EXHIBIT 2.2
[CROSS TIMBERS OIL COMPANY LETTERHEAD]
March 20, 1998
EEX Corporation
EEX Operating L.P.
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxx Xxxxx
Re: Amendment to Purchase and Sale Agreement dated February 12, 1998,
between EEX Operating L.P., et al. and Cross Timbers Oil Company
Dear Xx. Xxxxx:
This letter, when executed by all parties, will evidence the agreement of EEX
Corporation, EEX Operating L.P., and Cross Timbers Oil Company, to amend the
referenced Purchase and Sale Agreement dated February 12, 1998, related to oil
and gas properties in East Texas and Louisiana, in the following respects:
1. The March 18, 1998 date, appearing in the 22nd line of Section 6(b), is
hereby amended to April 17, 1998.
2. The following sentence shall be added to the end of Section 5(a),
to-wit: "IT IS EXPRESSLY AGREED BETWEEN THE PARTIES THAT SELLER'S
OBLIGATIONS TO BUYER RELATING TO SELLER'S SOLE NEGLIGENCE OR GROSS
NEGLIGENCE AS PROVIDED ABOVE SHALL BE LIMITED TO CLAIMS RAISED OR
THREATENED IN WRITING DURING THE TWO YEAR PERIOD AFTER THE CLOSING
DATE."
3. Section 13(a) shall be deleted in its entirety and replaced with the
following provision:
" (a) At Closing, appropriate adjustments shall be made
between Buyer and Seller as follows:
(i) All expenses which are incurred in the operation of
the Assets before the Effective Date will be borne by
Seller.
(ii) All revenue attributable to the sale of oil, gas
and/or other minerals produced from the Assets before
the Effective Date will be retained by Seller,
including oil which was produced from the Oil and Gas
Properties and which was, on the Effective Date,
stored in tanks located on the Oil and Gas Properties
(or located elsewhere but used by Seller to store oil
produced from such
EEX Corporation
EEX Operating L.P.
March 20, 1998
Page 2
Properties prior to delivery to oil purchasers) and above
pipeline connections. (Such oil shall be deemed to have been
produced before the Effective Date.)
(iii) An amount representing the estimate of revenue attributable to
production from the Assets for the period from the Effective Date
to the Closing Date shall be credited to Buyer on the Closing
Statement, which amount shall be agreed to by the parties prior
to Closing. For purposes of this item (iii), the phrase "revenue
attributable to production from the Assets" shall include all
value, credits or bonuses to be received by Seller from the
purchasers of production (excluding any amounts received pursuant
to contracts with Encogen One Partners, Ltd.); provided that, on
any gas delivered under contracts with Encogen One Partners,
Ltd., or its agent or any related party, for the benefit of the
cogeneration plant near Sweetwater, Texas, then the estimate of
revenue to be credited to Buyer at Closing shall be based upon
the price payable for gas, produced in each given month,
reflected in the Index (large packages only) posted in the first
monthly publication for the given month of Inside F.E.R.C.'s Gas
---------------------
Market Report under the heading "Houston Ship Channels/Beaumont,
-------------
Texas", less $.13 per MMBtu.
(iv) An amount shall be charged to Buyer on the Closing Statement
reflecting an estimate of expenses which are incurred in the
ownership and/or operation of the Assets incurring during the
period from the Effective Date to the date of Closing, which
amount shall be agreed to by the parties prior to Closing. For
purposes of this item (iv), the phrase "expenses which are
incurred in the ownership and/or operation of the Assets" shall
mean normal and recurring direct field operational costs and
expenses attributable to Seller's interest in the Assets, and
shall expressly exclude any general and administrative or
overhead charges, except for any such charges properly billed by
third parties pertaining to non-operated properties. (It being
agreed that any overhead charges directly billed by EEX to
unrelated working interest partners for the period from the
Effective Date to the date of Closing shall be retained by EEX.)
It is agreed that the volumes of production used in calculation of the
estimated revenue in item (iii) above and the estimated expenses in item (iv)
above shall be adjusted based upon actuals identified for the purposes of the
Final Statement called for in subparagraph (c) below."
EEX Corporation
EEX Operating L.P.
March 20, 1998
Page 3
4. The following sentence shall be added to the end of Section 14, to-wit:
"IT IS EXPRESSLY AGREED BETWEEN THE PARTIES THAT SELLER'S OBLIGATIONS
TO BUYER RELATING TO SELLER'S SOLE NEGLIGENCE OR GROSS NEGLIGENCE AS
PROVIDED ABOVE SHALL BE LIMITED TO CLAIMS RAISED OR THREATENED IN
WRITING DURING THE TWO YEAR PERIOD AFTER THE CLOSING DATE."
To evidence the agreement of EEX Corporation and EEX Operating L.P. to this
Amendment to the Purchase and Sale Agreement dated February 12, 1998, please
have two copies of this letter executed in the spaces provided for the
respective organizations, and return a fully executed copy to this writer.
Executed on behalf of Cross Timbers Oil Company:
By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx
Chairman
Acknowledged and agreed to, effective as of February 12, 1998.
EEX CORPORATION EEX OPERATING L.P.
By: EEX CORPORATION, General Partner
By: /s/ X. X. Xxxxx By: /s/ X. X. Xxxxx
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X. X. Xxxxx X. X. Xxxxx
Attorney-in-Fact Attorney-in-Fact
