EXHIBIT 10.2
January 29, 2003
Flying J Oil & Gas Inc. Big West Oil & Gas Inc.
333 West Center Street 333 West Center Street
North Salt Lake, Utah 84504-2805 North Salt Lake, Utah 84504-2805
Attn: Mr. Chris J. Malan
General Counsel and Manager of Lands
Re: Addendum to Purchase and Sale Agreement
dated December 13, 2002
Gentlemen:
Pursuant to that certain Purchase and Sale Agreement dated December 13,
2002, by and between Flying J Oil & Gas Inc. and Big West Oil & Gas Inc.
as Seller and NPC Inc. as Buyer (the "PSA"), the Purchase Price as adjusted is
to be paid in the form of common stock of St. Mary Land & Exploration
Company ("St. Mary") such stock being referred to as the "St. Mary Common
Stock". The parties to the PSA have agreed to the value of the Title Defects
yielding a reduction to the Purchase Price in the amount of $479,548.
In accordance with the terms of Sections 2.01 and 7.03(c) of the PSA
the effect of this adjustment to the Purchase Price results in a decrease in the
number of shares of St. Mary Common Stock to be issued to Seller from 3,400,000
shares to 3,380,818 shares. It is the understanding of the undersigned that the
Seller desires that these shares of St. Mary Common Stock shall issue as
follows:
Flying J Oil & Gas Inc. 1,690,409
Big West Oil & Gas Inc. 1,690,409
to be owned in accordance with the terms of the PSA and the additional
agreements attached to the PSA.
Big West Oil & Gas Inc. has indicated that it desires the right to
assign all or a portion of its shares of St. Mary Common Stock to Flying J Oil
& Gas Inc. after Closing, subject to the provisions of the PSA and the
Exhibits thereto. St. Mary hereby consents and agrees to this assignment of
shares and has no objection whatsoever to all, or any portion thereof, of the
shares of St. Mary Common Stock being owned by Flying J Oil & Gas Inc. St.
Mary, Flying J Oil & Gas Inc., and Big West Oil & Gas Inc. each agrees
that it shall execute, acknowledge and deliver or cause to be executed,
acknowledged and delivered, such instruments and instructions and such other
action as may be necessary or advisable to enable this transfer and assignment
of shares of St. Mary Common Stock as between Big West Oil & Gas Inc. and
Flying J. Oil & Gas Inc. to occur subject to the provisions of the PSA and
the Exhibits thereto. The parties have further agreed that the certificate
evidencing these shares of St. Mary Common Stock shall be delivered directly to
St. Mary Land & Exploration Company by the transfer agent.
To accommodate an unanticipated issue affecting Buyer, Seller has
agreed to convey all of its interests in that portion of the Interests located
in the State of Utah to Nance Petroleum Corporation, the parent of the Buyer.
Unless otherwise defined in this letter, capitalized terms used herein
shall have the meaning given to such terms in the PSA.
If this letter properly sets forth our agreement regarding the matters
addressed herein, please so signify by signing below.
Very truly yours,
St. Mary Land & Exploration NPC Inc.
Company
By: /s/ MILAM RANDOLPH PHARO By: /s/ RONALD B. SANTI
-------------------------------- ------------------------
Milam Randolph Pharo Ronald B. Santi
Vice President - Land & Legal Vice President - Land
Agreed to and accepted this 29th day of January, 2003:
Flying J Oil & Gas Inc. Big West Oil & Gas Inc.
By: /s/ CHRIS J. MALAN By: /s/ CHRIS J. MALAN
-------------------------------- -------------------------
Chris J. Malan Chris J. Malan
General Counsel and Manager of Lands General Counsel and Manager
of Lands