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EXHIBIT 2.2
February 11, 1999
PETROLEUM DEVELOPMENT CORPORATION
9720-B CANDELARIA N.E.
ALBUQUERQUE, NM. 87112
ATTN: MR. JIM C. JOHNSON, JR.
RE: Amendment to Letter Agreement
Dated February 4, 1999
H. E. White Unit
Freestone County, Texas
Dear Jim,
This letter, when countersigned by you, shall serve to evidence our
agreement to amend the above captioned Letter Agreement dated February 4, 1999
covering the Venus Working Interest in the H. E. White Unit, Freestone County,
Texas (Letter Agreement) as follows:
A. The second sentence of provision 4. Closing of the Letter
Agreement is hereby deleted in its entirety and the following
sentence is hereby inserted in lieu thereof:
"At the closing PEDCO will pay by wire transfer, cashier's
check or other good funds the purchase price specified in
paragraph 1 above to Ellis G. Vickers, attorney, as escrow
agent or such other escrow agent, party or parties, as may be
designated jointly by Venus and PEDCO."
B. The following language is hereby added to the end of Provision 4,
Closing of the Letter Agreement:
"It is understood that Venus' interest is currently subject to
a lien in favor of its lender, Wells Fargo Bank, and Venus
shall provide the recordable instrument(s) necessary to effect
a release of said lien. Upon receipt of the assignment and
release of lien by the escrow agent, PEDCO shall authorize and
direct the escrow agent to release by bank cashier's check or
wire transfer to Wells Fargo Bank, for the account of Venus,
$650,000.00 out of the sales proceeds as is required by said
bank for executing the subject release. In addition, PEDCO and
Venus shall authorize and direct the escrow agent to remit
payment by cashier's check to the operator of the H. E. White
Unit #2 well the sum of $175,609.13 for all costs, expenses
and joint interest billings currently owed by
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Venus for its interest in said well, up through December 31,
1998. It is understood and agreed that Venus shall remain
responsible for all costs and expenses attributable to said H.
E. White #2 well up through December 31, 1998 even though the
same may be reflected on or included in a statement, invoice
or billing dated and/or received thereafter. It is understood
and agreed by Venus and PEDCO that Venus shall be entitled to
receive all proceeds attributable to its interest in
production from said H. E. White #2 well up through December
31, 1998. Lastly, PEDCO and Venus shall authorize and direct
the escrow agent to hold in escrow the sum of $100,000.00
until such time as the title discrepancy on approximately 2.5%
of the total working interest out of Venus' 25% of the total
working interest is resolved to the joint satisfaction of
PEDCO and Venus. PEDCO shall authorize and direct the escrow
agent to disburse the remaining balance of the purchase price
to Venus, as Venus may direct. If the subject title
discrepancy on the approximate 2.5% of the total working
interest is resolved to the mutual satisfaction of Venus and
PEDCO within 90 days after Closing, then PEDCO shall authorize
and direct the escrow agent to pay the escrowed $100,000.00
plus any accrued interest to Venus. If Venus and PEDCO are
unable to jointly agree within 90 days following closing that
the title discrepancy on said approximately 2.5% of the total
working interest has been resolved, then the disputed interest
will automatically revert to Venus and the escrowed
$100,000.00 plus any accrued interest shall be paid by the
escrow agent to PEDCO. Venus and PEDCO agree to execute and
deliver such instruments in recordable form as may be
necessary or useful in documenting said automatic reversion to
Venus, including without limitation a reassignment of such
interest to Venus effective as of December 31, 1998."
C. The last sentence of the second paragraph of provision 6. Interest
Delivered of the Letter Agreement is hereby deleted and the
following language is inserted in lieu thereof:
"The parties hereto agree that PEDCO shall receive the
reversionary rights, if any exist, to said overriding royalty
interest, however, no deductions or adjustments shall be made
to the purchase price regardless of the actual ownership of
said interest and it is understood and agreed by PEDCO that
Venus makes no warranties, either expressed or implied, as to
said overriding royalty interest. In addition, said overriding
royalty interest shall not be subject to any title objections
by PEDCO."
D. The following new and additional provision 8 shall be added to the
Letter Agreement:
"8. Affiliates/Related Parties. The parties hereby agree that
the assignment or conveyance from Venus provided herein shall
be to and in favor of Warren Resources, Inc. a New York
Corporation, which is an affiliate of and related party to
PEDCO."
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If the above amendments to our Letter Agreement are acceptable to you,
please evidence your agreement to and acceptance of same by dating and signing
the enclosed copy and returning it to this office by facsimile transmission to
210-930-4901 and mailing the original to the letterhead address.
Very truly yours,
/s/ JOHN Y. AMES
John Y. Ames
President and COO
AGREED TO AND ACCEPTED this ________ day of February, 1999.
PETROLEUM DEVELOPMENT CORPORATION (PEDCO)
BY: /s/ JIM C. JOHNSON, JR.
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Jim C. Johnson, Jr., President