Exhibit 10.5
GAS MARKETING AGREEMENT
THIS GAS MARKETING AGREEMENT (the "Agreement"), made and entered into the
____ day of ____________, by and between Xxxxxxxxx Oil Company ("MOC"), ,
Xxxxxxxxx Energy Partners __-A, L.P. (the "Partnership") and Xxxxxxxxx
Development Corporation ("MD").
Recitals
1. MD and the Partnership are participants in a drilling program (the
"Program") governed by that certain Drilling Program Agreement dated
__________, 200_ by and among MOC, the Partnership and MD (the
"Program Agreement").
2. Under the terms of the Program Agreement, MOC is the "Program Manager"
and also serves a the "Operator" of the "Program's" properties under
the terms of a joint operating agreement.
3. MOC operates hundreds of oil and gas xxxxx in which non-affiliated
parties own working interests.
4. MOC has developed expertise in the marketing of natural gas produced
from the xxxxx it operates.
5. In recognition of MOC's gas marketing expertise, non-affiliated
parties have contracted with MOC for gas marketing services on
substantially the same terms as provided for in this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the premises and of the respective
undertaking and obligations of the parties set forth below, the parties agree as
follows:
1. MOC shall provide gas marketing services to the Program pursuant to
which the Program's gas production will be bundled with other parties'
gas production in an effort to maximize the overall price and terms
received for the Program's gas production.
2. The term of this Agreement shall begin on _______________, and shall
continue through December 31, 2006, and from year to year thereafter,
until terminated by any party hereto upon 60 days prior notice.
3. For its services rendered, Operator shall charge Program and the
Program shall pay, a fee of $0.035 per Mcf of gas owned by the Program
and sold for the Program's account by MOC. This fee shall be assessed
only upon gas sold by MOC under multi-month term or single month spot
market contracts; the fee shall not be assessed upon gas sold under
long term percentage-of-proceeds or percentage-of-index contracts.
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4. This Agreement shall not create, nor shall it be construed as
creating, a mining or other partnership, joint venture, agency
relationship or association, or to render the parties liable as
partners, co-venturers or principals nor shall it give rise to any
fiduciary duties among the parties hereto.
5. Defined terms used herein but not defined herein shall have the
meaning given such terms in the Program Agreement.
EXECUTED at Tyler, Texas on the date indicated above.
XXXXXXXXX OIL COMPANY XXXXXXXXX DEVELOPMENT CORPORATION,
in its individual corporate capacity and
in its capacity as managing general
partner of Xxxxxxxxx Energy
Partners __-A, L.P.
By: By:
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Xxxxx Xxxxx Xxxxxxx X. Xxx Xxxxxxx
Attorney-in-Fact Executive Vice President
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