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EXHIBIT 2.2
AMERADA HESS CORPORATION
500 Dallas Street, Level 2 - Houston, Texas 77002
P.0. Box 2040 - Houston, Texas 77252-2040
Tel.: (713) 609-4970 - Facsimile (713) 609-4998
May 31, 1996
DLB Oil & Gas, Inc.
1601 N. W. Expressway
Suite 700
Oklahoma City, OK 73118-1401
Re: Letter Agreement
Oklahoma Sales Package
Gentlemen:
Reference for all purposes is herein made to that certain Agreement for
Purchase and Sale ("Agreement") dated as of April 16, 1996 by and between
Amerada Hess Corporation ("AHC") and DLB Oil & Gas, Inc. ("DLB"). As an
accommodation to DLB, AHC agrees to perform the services hereinafter specified,
and DLB agrees to undertake the obligations herein set forth.
1. FILES
AHC will make reasonable efforts to have all of its files pertaining to the
Assets, including well files on AHC operated properties, available for DLB to
pick up as soon as practicable after Closing. Files will be made available at
AHC's Houston office and at its field offices.
2. OPERATIONS
AHC and DLB agree that Transfer of Operator Forms (Form 1073) bearing a
transfer date of June 1, 1996 will be completed on all AHC operated Assets at
or prior to Closing and same will be forwarded to the Oklahoma Corporation
Commission (OCC) by AHC's field personnel. AHC will turn over operatorship of
all AHC operated properties as soon as practicable after Closing but in no
event later than 7:00 A.M. June 1, 1996. It is understood by both AHC and DLB
that the OCC considers its approval date as the effective date for state
reporting, and other regulatory matters. Nevertheless, subject to Section 12.5
of the Agreement, DLB desires and agrees to assume full responsibility for
operations as soon as practicable after Closing but not later than 7:00 A.M.
June 1, 1996 including all state reporting requirements.
3. LAND MAINTENANCE
AHC shall continue its normal land maintenance through the month of June 1996
to allow DLB sufficient time to set up its land records. During the month of
June, AHC shall consult with DLB regarding significant maintenance items. On
June 30, 1996 AHC shall furnish a report of all maintenance performed on behalf
of DLB and shall no longer perform land maintenance for DLB.
4. MARKETING OF OIL & GAS
AHC agrees to market oil and natural gas for the month of June 1996. AHC shall
make all required nominations and pipeline communications for the entire month
of June, 1996. On or before June 21, 1996 (or such time as required by
pipeline nominations), AHC will transfer all information required for DLB to
assume marketing functions effective with July, 1996 sales including:
1. Details of June, 1996 sales transactions;
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Letter Agreement
May 31, 1996
Page 2
2. Meter numbers and other relevant information required to make
pipeline nominations; and
3. Contact list of companies to whom AHC typically sells.
DLB will assume all marketing functions for July 1996 sales and AHC shall have
no responsibility to market oil or gas for DLB after June, 1996.
5. ACCOUNTING
AHC will provide the information required by Section 9.1(h) of the Agreement to
DLB on or before June 30, 1996.
AHC shall assist DLB with accounting for the month of June 1996 as set forth on
the attached Schedule 1. AHC will consult with DLB regarding significant
accounting items performed for DLB. On July 19, 1996 AHC shall furnish all
accounting records for accounting work performed for DLB during the month of
June and thereafter shall no longer perform any accounting functions for DLB.
AHC will remit net cash (revenue received less expenditures paid) due to DLB,
by the tenth workday, following the month the cash was received or expended,
and AHC will forward original documentation or copies of original documentation
as appropriate, supporting cash receipts, expenditures or other significant
accounting activity on a weekly basis.
6. INDEMNIFICATION
Without implying any obligation on AHC's part to continue conducting the
services set forth in this letter after the Closing, such continued services by
AHC shall be for the account of DLB, at the sole risk, cost and expense of DLB
and AHC is hereby released and indemnified by DLB from all claims, losses,
damages, costs, expenses, causes of action and judgments of any kind or
character (INCLUDING AHC'S NEGLIGENCE) arising out of such continued services.
In connection with any such continued services, AHC shall be reimbursed by DLB
for all reasonable out of pocket costs and expenses incurred by AHC with
respect thereto.
If you are in agreement with the above, please execute one copy of this letter
at the place designated below and return one copy to my attention at the above
address, whereupon this will be an amendment of the Agreement, binding upon the
parties hereto.
Respectfully,
AMERADA HESS CORPORATION
/s/ Raymond L. Wickett
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Raymond L. Wickett
RLW/ct
96-096.rlw
ACCEPTED AND AGREED TO THIS 31st DAY OF MAY 1996.
DLB OIL & GAS, INC.
/s/ Mark Liddell
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