Contract
Exhibit 10.5
The
Partnership has redacted certain confidential information in this agreement in
reliance upon its confidential treatment request that it has filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934. In this agreement, we indicate each redaction by use of an
asterisk *.
BETWEEN
NATURAL
GAS ASSOCIATES, A COLORADO PARTNERSHIP
AND
SHF
PARTNERSHIP, A COLORADO GENERAL PARTNERSHIP
TRAILBLAZER
OIL AND GAS, INC., A UTAH CORPORATION
ALFA
RESOURCES, INC., A COLORADO CORPORATION
PULSAR
OIL AND GAS, INC., A UTAH CORPORATION
OVERTHRUST
OIL ROYALTY CORPORATION, A COLORADO CORPORATION
CORVETTE
PETROLEUM, LTD., A BRITISH COLUMBIA CORPORATION
XXXXXX
XXXXXX, A INDIVIDUAL
XXXX
X. XXXXXXXX, A INDIVIDUAL
TRAILBLAZER
OIL & GAS GPA.007.E
INDEX
I.
|
DEFINITIONS
|
Page
2
|
II.
|
PRELIMINARY
ACTS OF PARTIES
|
Page
4
|
III.
|
DEDICATION
OF ACREAGE
|
Page
4
|
IV.
|
DEDICATION
OF PLANT CAPACITY AND PIPELINE GATHERING SYSTEM
|
Page
5
|
V.
|
RESERVATIONS
OF SELLER
|
Page
5
|
VI.
|
QUANTITY
|
Page
6
|
VII.
|
POINT(S)
OF DELIVERY, PRESSURE AND OWNERSHIP
|
Page
7
|
VIII.
|
GAS
MEASUREMENT AND QUALITY
|
Page
8
|
IX.
|
ALLOCATION
OF RESIDUE GAS AND PLANT PRODUCTS
|
Page
10
|
X.
|
PRICE
|
Page
11
|
XI.
|
PAYMENT
|
Page
13
|
XII.
|
REGULATORY
BODIES
|
Page
14
|
XIII.
|
FORCE
MAJEURE
|
Page
14
|
XIV.
|
WARRANTY
OF TITLE TO GAS
|
Page
15
|
XV.
|
SELLER'S
REPRESENTATIVE
|
Page
16
|
XVI.
|
NOTICES
|
Page
16
|
XVII.
|
EASEMENTS
|
Page
17
|
XVIII.
|
TERM
|
Page
17
|
XIX.
|
DEFAULTS
|
Page
18
|
XX.
|
UNECONOMIC
WELL CONNECTIONS AND UNECONOMIC OPERATIONS OF PLANT
|
Page
19
|
XXI.
|
OPTIONS
|
Page
20
|
XXII.
|
SHRINKAGE
|
Page
22
|
XXIII.
|
SPECIAL
PROVISIONS
|
Page
22
|
XXIV.
|
MISCELLANEOUS
|
Page
22
|
XXXXX
THIS
AGREEMENT, entered into this 21st
day of
September, by and
among Natural Gas Associates, a Colorado partnership, with offices at 0000
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000, hereinafter referred to as
"Buyer/Processor", and SHF Partnership, a Colorado general partnership, with
offices at 0000 0xx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000; Trailblazer Oil and Gas,
Inc., a Utah corporation, with offices at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxx 00000; Alfa Resources, Inc., a Colorado corporation, with offices at
0000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 000000 Pulsar Oil and
Gas, Inc., a Utah corporation, with offices at 000 Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxx 00000; Overthrust Oil Royalty Corporation, a Colorado corporation, with
offices at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxx 00000; and Corvette
Petroleum, Ltd., a British Columbia corporation, with offices at 0000
Xxxxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
X0X0X0; Xxxxxx Xxxxxx, Xxx 0000, Xxxxxxx, Xxxxxxxx 00000; Xxxx X. Xxxxxxxx, 0000
Xxxxx Xxx., Xxxxxxx, Xxxxxxxx 00000; hereinafter collectively referred to as
"Seller".
WITNESSETH THAT:
WHEREAS,
Buyer/Processor has constructed or proposes to construct or cause to be
constructed and to operate and maintain a natural gas gathering system,
compression facilities and natural gas processing facilities, all such
facilities in the aggregate hereinafter referred to as the "Facilities", said
Facilities to be located in Weld County, Colorado, to enable Buyer/Processor to
purchase and accept delivery of Seller's natural gas (including natural gasoline
and other liquefiable hydrocarbons) hereinafter referred to as "Gas", produced
and saved from the leases committed and dedicated hereunder at the Point(s) of
Delivery defined herein; and,
WHEREAS,
Seller owns and holds, or has an interest or interests in certain oil and gas
leases (the "Leases") located in Weld County, Colorado, which Leases are
described and listed in Exhibit "A" attached hereto and incorporated herein by
reference; and,
WHEREAS,
Seller desires to sell to Buyer/Processor all of the Gas owned or controlled by
Seller produced and saved from the Leases dedicated hereunder, as well as to
contract with Buyer/Processor to process all of said volumes of Gas upon the
terms and for the consideration expressed
herein;
and,
WHEREAS,
Buyer/Processor desires to purchase and gather all of the Gas owned or
controlled by Seller saved and produced from the Leases and process such Gas
utilizing the gas processing plant (the "Plant") to be constructed and operated
by Buyer/Processor for the consideration herein expressed; and,
WHEREAS,
Buyer/Processor has entered into certain third-party Residue Gas Sales and
Purchase Agreement(s), which Agreement(s) (is) (are) currently in full force and
effect, and pursuant to which Buyer/Processor shall sell all of the Residue Gas
resulting from Seller's Gas production dedicated and purchased
hereunder.
NOW
THEREFORE, in consideration of the premises, mutual covenants and other good and
valuable consideration expressed herein, the parties hereto agree as
follows:
ARTICLE
I
DEFINITIONS
For the
purpose of this Agreement, unless the context of the instrument requires
otherwise, the following terms and expressions used herein shall be defined as
follows:
1.
|
"Accounting
Period", except the initial "Accounting Period", shall mean a period of
one calendar month, commencing at 8:00 a.m. local time on the first day of
each month, and ending at 8:00 a.m. local time on the first day of the
succeeding calendar month. The initial "Accounting Period" shall commence
at 8:00 a.m. local time on the date of initial deliveries of Gas
hereunder, continuing for a period of consecutive calendar days until 8:00
a.m. local time on the first day of the succeeding calendar
month.
|
2.
|
"BTU"
shall mean British Thermal Unit.
|
3.
|
"Commence
Operations", whether in reference to Seller's original well(s), or to
Seller's additional tie-in well(s), shall include, but not be limited to,
any of the following acts undertaken by Seller and Buyer/Processor:
Negotiations for the purchase of rights-of-way or easements, surveying or
staking the course of pipeline(s), ditching and excavation, and such other
acts not listed above which demonstrate Buyer/Processor's bona fide effort
to tie-in Seller's well(s).
|
4.
|
"Cubic
Foot of Gas" shall mean the amount of Gas required to fill a cubic foot of
space when the Gas is at a base pressure of 14.65 pounds Psia and at a
base temperature of 60°F.
|
5.
|
"Day"
shall mean the 24-hour period commencing at 8:00 a.m. Local Time on one
calendar day and ending at 8:00 a.m. Local Time on the following calendar
date.
|
6.
|
"Point(s)
of Delivery" shall mean the point(s) at which Seller delivers Gas to
Buyer/Processor at the well-site or other mutually agreeable points on the
Buyer/Processor's Gathering System.
|
- 2 -
7.
|
"Gas"
shall mean the effluent vapor stream including all of the constituents
thereof, entrained liquids as produced from each lease or well, whether a
gas well or an oil well dedicated hereunder and delivered by Seller to
Buyer/Processor at the Point(s) of Delivery specified
herein.
|
8.
|
"Mcf"
shall mean one thousand (1,000) cubic
feet.
|
9.
|
"Month"
shall mean the period beginning at 8:00 a.m. local time on the first day
of a calendar month and ending at 8:00 a.m. local time on the first day of
the next succeeding calendar month.
|
10.
|
"Psia"
shall mean pounds per square inch
absolute.
|
11.
|
"Psig"
shall mean pounds per square inch
gauge.
|
12.
|
"Seller's
Gas Reserves" shall mean the total quantity of Gas attributable to
Seller's present or future interest in, and/or which Seller has the right
to market from the Leases described in Exhibit "A" attached hereto, as it
now exists or is hereafter amended.
|
13.
|
"Plant
Products" shall mean all liquefiable hydrocarbons extracted and saved at
the Plant from Gas delivered by Seller to Buyer/Processor. These
liquefiables shall include, but not be limited to, ethane, propane,
butane, and natural gasoline, individually or as a mixture, as determined
by the latest GPA Publication 2145.
|
14.
|
"Plant"
shall mean Buyer/Processor's gas processing plant located in the XX/0 xx
Xxx. 00, X0X, X00X of the 6th PM, Weld County, Colorado, more particularly
described in Exhibit "B" attached
hereto.
|
15.
|
"Residue
Gas" shall mean that portion of the Gas remaining after the extraction
therefrom of Plant Products, Plant fuel requirements, and Plant losses or
uses.
|
16.
|
"Buyer/Processor's
Gathering System" shall mean the pipelines (including field compression)
and appurtenances constructed by Buyer/Processor for the purpose of
accepting delivery and transmitting Seller's Gas from the Point(s) of
Delivery to Buyer/Processor's
Plant.
|
17.
|
"Shrinkage"
shall mean that reduction in total volumes of the Gas which results from
the extraction of Plant Products, but exclusive of fuel
gas.
|
- 3 -
18.
|
"System"
shall mean in the aggregate that portion of Buyer/Processor's Gathering
System constructed by Buyer/Processor for the benefit of Seller to connect
Seller's xxxxx to Buyer/Processor's Gathering System, together with that
portion of the Plant capacity dedicated to Seller, as the same may be
extended and/or expanded from time to
time.
|
ARTICLE
II
PRELIMINARY ACTS OF
PARTIES
Seller
represents and warrants to Buyer/Processor, its successors and assigns, that
Seller owns an interest in, or has the right to market Seller's portion
of the Gas underlying the Leases described in Exhibit "A" attached hereto and
that Seller intends to construct, or cause to be constructed, the facilities
necessary, if any, to enable Seller to sell and deliver to Buyer/Processor at
the Point(s) of Delivery, as hereinafter set forth, all Gas attributable to such
interest, all in accordance with the provisions of this Agreement.
ARTICLE
III
DEDICATION OF
ACREAGE
1.
|
Subject
to the terms and conditions contained herein, Seller hereby commits and
dedicates to the performance of this Agreement all of Seller's Gas
Reserves from the Leases described 1n Exhibit "A" (as it now exists or as
amended hereafter), and to insure the faithful performance of the
provisions of this Agreement, covenants to sell and deliver to
Buyer/Processor at the Point(s) of Delivery all of Seller's Gas Reserves
without other disposition except as herein otherwise
provided.
|
2.
|
Seller
shall operate the Leases dedicated hereunder free of any control by
Buyer/Processor and shall not be required to produce any well or xxxxx in
any manner which in its sole judgment and discretion would not constitute
good operating practice, including without limitation the right to make
farmouts of any dedicated lease, subject to this Agreement, nor shall
Seller be obligated to drill additional xxxxx or to deepen, repair or
rework any existing xxxxx, to abandon any well and surrender any lease
dedicated hereunder when Seller deems the same no longer capable of
producing Gas in commercial quantities under normal methods of operation
when in its sole judgment it would not be prudent or profitable to do
so.
|
- 4 -
ARTICLE
IV
DEDICATION OF PLANT CAPACITY
AND PIPELINE GATHERING SYSTEM
1.
|
In
consideration of the sale of Gas by Seller to Buyer/Processor hereunder
and based upon Buyer/Processor's Plant capacity of fifteen thousand
(15,000) MCF per day, Buyer/Processor agrees to dedicate to
Seller five thousand two hundred and fifty (5,250) MCF per day
of such Plant capacity
|
2.
|
In
addition, Buyer/Processor agrees to construct and install, or have
constructed and installed, for the benefit of Seller four (4)
miles of pipeline gathering system, specifically to connect the
initial xxxxx of Seller drilled and produced on Seller's acreage dedicated
hereunder.
|
3.
|
The
cost of construction of the System, as the same may be expanded and/or
extended from time to time, plus interest on said capital investment at a
rate per annum equivalent to the rate paid by Buyer/Processor on any
borrowed funds which comprise all or a portion of said capital investment,
incurred by Buyer/Processor shall be utilized in determining payout, as
defined herein, for the appropriate calculation and distribution of
revenues to Seller as provided
hereunder.
|
ARTICLE
V
RESERVATIONS OF
SELLER
1.
|
Seller,
as a reasonable and prudent operator, hereby expressly reserves the
following rights with respect to Seller's Gas Reserves and the Leases
subject hereto:
|
A.
|
The
right to use the Gas produced from the Leases prior to delivery to
Buyer/Processor for the following
purposes:
|
|
1)
|
For
fuel in the development and operation of the well from which the Gas was
produced.
|
|
2)
|
For
delivery to the lessors of the Leases of the Gas if such lessors are
entitled to use or take such Gas in kind under the terms of the
Leases;
|
|
3)
|
For
fuel in the operation of the facilities which Seller may install in order
to deliver Gas hereunder in accordance with the terms
thereof.
|
B.
|
The
right to pool or unitize the Leases (or any portion thereof) with other
lands or Leases so long as such action does not reduce Seller's Gas
Reserves. In the event of any such pooling or
unitization, the Agreement will cover Seller's interest in the pool or
unit and the Gas attributable thereto to the extent that such interest is
derived from Seller's Gas Reserves.
|
- 5 -
2.
|
Seller
shall provide to Buyer/Processor all necessary information whereby
Buyer/Processor can make the proper allocation herein called for or
required by Buyer/Processor's normal and customary accounting practices or
required by Buyer/Processor's
normal and customary contract administration practices, when different
vintages of Gas are being delivered through a single Point of
Delivery.
|
ARTICLE
VI
QUANTITY
1.
|
Commencing
on the date Buyer/Processor first takes delivery of Gas hereunder and
continuing thereafter for the term hereof, Buyer/Processor agrees to
receive and purchase and Seller agrees to deliver and sell to
Buyer/Processor from Seller's Gas Reserves, subject to the limitations and
conditions herein elsewhere provided, during each Accounting Period, all
of the Gas available from Seller's Gas
Reserves.
|
2.
|
Buyer/Processor
shall receive and purchase Seller's Gas subject to the following
limitations:
|
A.
|
Buyer/Processor
shall be required to receive and purchase Seller's Gas up to five
thousand two hundred and fifty (5,250) MCF per
day.
|
|
B.
|
Buyer/Processor
shall receive and purchase Seller's Gas over
and above the dedicated capacity on a capacity
available basis.
|
|
C.
|
All
other quantity limitations shall be in accordance with the terms and
provisions of the Residue Gas Sales and Purchase Agreement(s) entered into
by and between Buyer/Processor and Western Slope Gas Company dated
February 17, 1983, including any payments required to be made to
Buyer/Processor thereunder in the event the purchaser fails to take the
required minimum volumes of Gas, which payments shall be passed through
and distributed proportionately to Seller by Buyer/Processor in accordance
with the pricing provisions contained in Article X
hereof.
|
- 6 -
D.
|
During
periods that Buyer/Processor is unable to receive the total volumes of Gas
delivered to Buyer/Processor from all of Seller's xxxxx and Leases
dedicated hereunder, Buyer/Processor shall receive and purchase only that
portion of such Gas from the xxxxx and Leases of Seller covered hereby
which is ratable on a volumetric basis with the total volumes historically
delivered to Buyer/Processor from all of Seller's xxxxx and Leases
dedicated hereunder. Buyer/Processor shall reduce or eliminate Gas
deliveries from those xxxxx and Leases of Seller from which Gas is being
received on a capacity available basis prior to ratably reducing
deliveries from Seller's producing xxxxx whose volumes were originally
covered by the Plant capacity dedicated to Seller
hereunder.
|
|
E.
|
Seller
acknowledges and understands that Buyer/Processor will receive and
purchase the Gas gathered from Seller's xxxxx and Leases dedicated
hereunder utilizing the Facilities which also receive, transmit and
process Gas purchased by Buyer/Processor from other xxxxx and leases
dedicated to Buyer/Processor by other
Sellers.
|
|
F.
|
Seller
acknowledges and understands that Buyer/Processor reserves the right to
receive and purchase such third-party Gas over and above the dedicated
capacity of the Plant on a capacity available basis. Plant capacity
priority shall be given to Seller's Gas up to the limit defined in Article
IV.1 and Article VI 2.A.
|
ARTICLE
VII
POINT(S) OF DELIVERY, PRESSURE AND
OWNERSHIP
1.
|
The
Point(s) of Delivery of
all Gas delivered hereunder shall be at the inlet of
Buyer/Processor's metering facilities located at Seller's lease separation
facilities or at such other Po1nt(s) of Delivery as may be mutally agreed
upon in writing by the parties hereto from time to time, and title to said
Gas (including such hydrocarbons from the Gas that have not been or cannot
be recovered through the use of conventional mechanical wellhead gas-oil
separators) shall pass from Seller to Buyer/Processor at said Point(s) of
Delivery.
|
2.
|
Seller,
at its own expense, shall equip. maintain and operate all lease facilities
to deliver Seller's Gas to Buyer/Processor at the Point(s) of Delivery,
including, but not limited to, installation and maintenance of separation
equipment.
|
- 7 -
3.
|
Buyer/Processor
shall construct, maintain, own and operate all necessary facilities to
accept Seller's Gas from Seller at the Point(s) of
Delivery.
|
4.
|
Seller
will deliver Gas at the required pressure at the Point(s) of Delivery
sufficient to enter Buyer/Processor’s Gathering System at a maximum
working pressure of Two Hundred (200) pounds
Psig. However, in the event Seller determines that such
working pressure
excessively limits the production of Seller's xxxxx. Seller shall provide
written notice thereof to Buyer/Processor. Upon receipt of such notice.
Buyer/Processor, as soon a practicable, shall present to Seller a written
proposal pursuant to which Buyer/Processor shall construct, own and
operate such field compression facilities as may be necessary to reduce
such pressure to a mutually accept- able level and shall disclose the
charges to be assessed Seller therefore together with a schedule of
payment. Once such proposal has been accepted by Seller in writing,
Buyer/Processor shall utilize its best efforts to construct or cause to be
constructed and placed in operation the required field compression
facilities within ninety (90) days of receipt of such written
acceptance.
|
5.
|
As
between the parties hereto, Seller shall be in possession and control of
the Gas deliverable hereunder and responsible for any injury or damage
caused thereby until the same shall have been delivered to
Buyer/Processor, after which delivery Buyer/Processor shall be deemed to
be in exclusive possession and control thereof and responsible for any
injury or damage caused thereby.
|
ARTICLE
VIII
GAS MEASUREMENT AND
QUALITY
1.
|
Buyer/Processor
shall furnish and install a suitable orifice meter at the Point(s) of
Delivery of the Gas produced and saved from the Leases described herein.
Each meter installed by Buyer/Processor shall be a meter acceptable in the
industry and each meter shall be installed and operated in accordance with
the physical requirements of American Gas Association Gas Measurement
Committee Report No. 3, dated April, 1955, of the Natural Gas Department
of the American Gas Association, as amended from time to time, or by any
other method commonly used in the industry and mutually acceptable to the
parties. Any meter installed hereunder shall be open to inspection by
Seller at all reasonable times. The charts and records pertaining to
measurement hereunder shall be kept on file by Buyer/Processor for a
period of two (2) years for the mutual use of the parties. In the event"
any question arises as to the accuracy of the measurement, the meter or
meters shall be tested upon the demand of either party. The expense of any
such special test shall be borne by the party demanding same if the meter
registration is found to be correct, and by Buyer/Processor if found to be
incorrect.
|
- 8 -
At least
semi-annually Buyer/Processor shall calibrate all meters installed hereunder and
make adjustments as necessary. Should Seller so desire, Buyer/Processor shall
give notice to Seller of the time of such calibrations sufficiently in advance
of holding same in order that Seller may have its representative present. With
respect to any test made hereunder, a registration within two percent (2%) of
correct shall be considered correct. However, the meter or meters, when found to
be incorrect, shall be adjusted to one hundred percent (10030 accuracy as soon
as possible. Settlement for any period during which the meter registration
deviates by more than two percent (2%) of correct shall be corrected at the rate
of inaccuracy for any period of inaccuracy which is definitely known or agreed
upon; but in case the period is not definitely known or agreed upon, then either
for a period of fifteen (15) days prior to the date of said test, or for a
period calculated from the beginning of the Accounting Period in which the test
was conducted, whichever is longer. The rate of the inaccuracy shall be
estimated and agreed upon by the parties hereto on the basis of the best
available data, using the first of the following methods which is
feasible:
|
A.
|
By
calibration, test, or mathematical
calculation.
|
|
B.
|
By
estimation based on comparison of the quantity of deliveries with
deliveries during preceding periods under similar conditions when the
meter was registering accurately.
|
All
fundamental constants, observations, records and procedures involved in the
determination and/or verification of the quantity and other characteristics of
Gas measured hereunder, unless otherwise specified herein, shall be 1n
accordance with the standards prescribed in American Gas Association Gas
Measurement Committee Report No. 3, dated April, 1955, of the Natural Gas
Department of the American Gas Association, as amended from time to time, or by
any other method commonly used in the industry and mutually acceptable to the
parties. The average atmospheric pressure shall be assumed to be 12.3 pounds
Psia. The temperature of Gas flowing through each meter shall be determined by a
recording thermometer, installed by Buyer/Processor at its sole cost and expense
to properly record the temperature of the flowing Gas and the arithmetical
average of the temperature recorded while the Gas is flowing during each meter
chart interval shall be used in correcting volumes delivered hereunder to a
temperature base of sixty degrees Fahrenheit (60°F) and to a pressure base of
14.65 pounds Psia.
- 9 -
2.
|
Seller
agrees that all Gas delivered to Buyer/Processor hereunder
shall:
|
A.
|
Contain
not more than one grain of hydrogen sulfide per one hundred (100) cubic
feet of Gas, or more than five (5) grains of total sulfur per one hundred
(100) cubic feet of Gas;
|
|
B.
|
Not
have a maximum temperature greater than one hundred twenty degrees
Fahrenheit (120°F), or a minimum temperature less than forty degrees
Fahrenheit (40°F); and
|
|
C.
|
Be
commercially free of all objectionable dust or other solid or liquid or
gaseous matters which might interfere with its merchantability or cause
injury to or interference with proper operations of Buyer/Processor's
Facilities through which the Gas flows;
and
|
|
D.
|
Shall
not deviate significantly from the Gas Analysis set forth in Exhibit C
attached hereto and incorporated herein by
reference.
|
Buyer/Processor
may test the Gas for adherence to the specifications above set forth, such
testing to be in accordance with generally accepted industry standards and
procedures. If the Gas so delivered by Seller does not meet the specifications
set forth in Exhibit C above referenced, Buyer/Processor, at its option, may
refuse to accept delivery of said Gas into its Facilities.
ARTICLE IX
ALLOCATION OF RESIDUE GAS
AND PLANT
PRODUCTS
1.
|
For
purposes of determining Plant Product Revenues attributable to Seller's
Gas, Buyer/Processor shall multiply the volume in MCF's of Gas
attributable to each of Seller's xxxxx by the GPM (Gallons Per MCF) of
each Plant Product contained in the well stream. Said GPM shall be
determined by chromatograph analysis taken on spot Gas samples from each
of Seller's xxxxx and adjusted on an annual basis. The calculated value
will be the Total Theoretical Plant Product Content of the Seller's Gas.
Said Total Theoretical Plant Product Content shall be divided by the Total
Theoretical Plant Product Content of all Gas received and purchased by
Buyer/Processer to determine the percentage of Total Plant Products
attributable to each of Seller's xxxxx. Division of revenues from Total
Plant Products shall be made per the pricing provisions contained
herein.
|
- 10 -
2.
|
For
the purpose of determining Residue Gas Revenues attributable to Seller's
Gas, Buyer/Processor shall divide the volume in MCF's of Gas attributable
to each of Seller's xxxxx by the total volume in MCF's of all Gas received
and purchased by Buyer/Processor. This fraction shall be multiplied by the
total Residue Gas Volume to determine the Residue Gas Volume attributable
to each of Seller's xxxxx. Division of Residue Gas Revenues between
Buyer/Processor and Seller shall be determined pursuant to the pricing
provisions contained herein.
|
3.
|
Buyer/Processor
will market one hundred percent (100%) of the Plant Products upon terms
which, in Buyer/Processor's sole judgment, are the best terms then
available. Buyer/Processor will furnish Seller on a monthly basis with
reports containing volumes sold by product and the price received
therefore. Seller shall have the right at reasonable times during normal
business hours to review the books and records of Buyer/Processor
pertaining to the sale of Plant Products, Residue Gas and revenues
received therefrom.
|
ARTICLE
X
PRICE
1.
|
Seller
shall receive [ * ] percent ([ * ]%) of the Residue Gas Revenues
attributable to each of Seller's xxxxx until payout of Buyer/Processor's
investment in the System relating to the gathering and processing of
Seller's Gas. After payout, Seller shall receive [ * ] percent ([ * ]%) of
the Residue Gas Revenues attributable to each of Seller's
xxxxx. Total Residue Gas Revenue attributable to each of Seller's xxxxx
shall be calculated by multiplying the Residue Gas Volume attributable to
each of Seller's xxxxx by the then effective price per MCF being received
by Buyer/Processor. All pricing terms and conditions shall be determined
pursuant to the terms and provisions contained in the Residue Gas and
Sales and Purchase Agreement(s) between Buyer/Processor and Western Slope
Gas Company, dated February 17,
1983.
|
2.
|
For
Plant Products produced and saved at the Plant, Seller shall receive a
value equal to [ * ] percent ([ * ]%) of the Total Plant Product Revenue
attributable to each of Seller's xxxxx until payout of Buyer/Processor's
investment in the System attributable to the gathering and processing of
Seller's Gas. After payout, Seller shall receive [ * ] percent ([ * ]%) of
the Total Plant Product Revenue attributable to each of
Seller's xxxxx. Total Plant Product Revenue shall be the Plant Product
Sales Revenue received by Buyer/Processor. Should the actual
Propane plus GPM content of Seller's Gas deviate from that shown on
Exhibit C, Seller's share of Total Plant Product Revenue shall be adjusted
in accordance with the table set out
below:
|
- 11 -
Inlet
Propane plus
|
%
(Before Payout)
|
%
(After Payout)
|
|||||
3.80+
|
55
|
70
|
|||||
3.50
- 3.79
|
50
|
65
|
|||||
3.25
- 3.49
|
45
|
60
|
|||||
3.00
- 3.24
|
40
|
55
|
|||||
2.75
- 2.99
|
35
|
50
|
|||||
2.50
- 2.74
|
20
|
|
35
|
||||
2.25
- 2.49
|
Not
Economic
|
Not Economic
|
Total
Plant Product Revenue attributable to each of Seller's xxxxx shall be calculated
by multiplying the percentage of Total Plant Product attributable to each of
Seller's xxxxx by the Total Plant Product Revenue.
3.
|
System
payout shall be that point in time when Buyer/Processor's net operating
income from Seller's Gas equals Buyer/Processor's investment, plus
interest, attributable to the construction of Seller's System. Net
operating income will be comprised of Buyer/Processor's Residue Gas and
Plant Product Revenues attributable to Seller's Gas, less Plant Operating
Costs attributable to Seller's Gas. Plant Operating Costs attributable to
Seller's Gas, for the purpose of determining payout, shall be shared
proportionately by Seller by multiplying the total Plant Operating Costs
by the ratio of Seller's Gas delivered thereto to the total volumes of Gas
received and purchased by Buyer/Processor at the
Plant.
|
4.
|
Buyer/Processor's
investment attributable to Seller's System shall be determined pursuant to
the capital account of Seller based upon the components of Seller's System
and Buyer/Processor's investment, plus interest, attributable thereto.
Seller shall receive a quarterly statement of the capital account
identifying the capital costs charged to the account and the revenues
credited thereto, as the same may be amended from time to time to reflect
costs of construction of Plant expansion and/or extensions of
Buyer/Processor's Gathering System to connect additional xxxxx of Seller
and/or accept additional volumes of Gas from
Seller.
|
- 12 -
5.
|
Seller
agrees that it will supply data and information at Buyer/Processor's
reasonable request, and otherwise cooperate with Buyer/Processor in any
regulatory proceeding wherein the price or other provisions set forth
herein may be the subject of
review.
|
6.
|
It
shall be the sole obligation of Seller to prepare, file and diligently
pursue any application required to be filed with applicable state and
federal agencies pursuant to the Natural Gas Policy Act of 1978 or
subsequent legislation or regulation thereunder for a determination of
eligibility for maximum lawful price categories. Seller agrees to provide
Buyer/Processor with copies of such filings within sixty (60) days of
connection of Seller's xxxxx covered
thereby.
|
7.
|
Should
Buyer/Processor make payment to Seller based on the price for any category
of Gas subject to any governmental agency or judicial review of such
determination, and if it is subsequently determined that the Gas for which
payment was made was not eligible for the price upon which payment was
based, or if the price to be paid hereunder for such Gas 1s determined to
be in excess of the maximum lawful price permitted by applicable NGPA
price categories, or if for any reason Buyer/Processor is not permitted to
receive or retain such prices in its resale rates, then the rate
thereafter to be paid shall be accordingly reduced and Seller will refund
to Buyer/Processor any previous excess payments together with interest at
the rate prescribed in 18 C.F.R. Sec. 273.302 or subsequent
regulation.
|
8.
|
Seller
agrees to pay, or cause to be paid, the taxes lawfully levied on the Gas
delivered hereunder prior to its delivery to Buyer/Processor, as well as
its proportionate share of taxes, if any, levied upon the Plant Products
to be marketed by Buyer/Processor
hereunder.
|
ARTICLE
XI
PAYMENT
1.
|
After
delivery of Seller's Gas has commenced, Buyer/Processor shall mail a
statement to Seller indicating the quantity of Gas delivered during the
preceding calendar month; adjustments, if any, made by Buyer/Processor;
and the amount due and paid for all such Gas, such statement and payments
to all owners of interest as provided below to be mailed either on or
before the last day of each month, for Gas purchased the preceding
calendar month, or ten (10) days after receipt by Buyer/Processor of
payment from the purchaser of the Gas from Buyer/Processor, whichever is
later. It shall be the obligation of the Buyer/Processor and
Buyer/Processor agrees to cause proper settlement and accounting to be
made to all owners of interest in the proceeds from the sale of Gas
delivered to Buyer/Processor hereunder. Buyer/Processor hereby indemnifies
and holds Seller harmless of and from any and all claims, demands,
actions, causes of action, costs, damages and expenses related to, arising
out of or in any way stemming from such obligation of Buyer/Processor.
Buyer/Processor, at its election, may deduct from its payment to Seller,
sums, if any, due to Buyer/Processor under the terms of this
Agreement.
|
- 13 -
2.
|
Each
party hereto shall have, at its expense, the right at all times to examine
the books and records of the other party, during normal working hours, to
the extent necessary to verify the accuracy of any statement, charge,
computation, or demand made under or pursuant to the Agreement. Each party
agrees to keep records and books of account in accordance with generally
accepted accounting principles in the industry. Any statement shall be
final as to both parties unless questioned within two (2) years after
payment thereof has been made.
|
ARTICLE
XII
REGULATORY
BODIES
1.
|
This
Agreement is subject to all present and future valid laws and lawful
orders of all regulatory bodies now or hereafter having
jurisdiction of the parties, or either of them; and should either of the
parties, by force of such law or regulation imposed at any time during the
term of this Agreement, be ordered or required to. do any act inconsistent
with the provisions of this Agreement, the Agreement shall continue
nevertheless and shall be deemed modified to conform with the requirements
of such law or
regulation.
|
ARTICLE
XIII
FORCE
MAJEURE
1.
|
Except
for Buyer/Processor's obligation to make proper settlement, accounting and
distribution of proceeds to all interest owners as provided above for Gas
delivered hereunder, neither party hereto shall be liable for any failure
to perform the terms of this Agreement when such failure is due to "force
majeure" as hereinafter defined.
|
The term
"force majeure" as employed in this Agreement shall mean acts of God, strikes,
lockouts or industrial disputes or disturbances, arrests and restraints from
rulers or people, interruptions by government or court orders, present and
future valid orders of any regulatory body having proper jurisdiction, acts of
the public enemy, wars, riots, blockades, insurrections, inability to secure
materials, including inability to secure materials by reason of allocations
promulgated by authorized governmental agencies, epidemics, landslides,
lightning, earthquakes, fires, storms, floods, washouts, explosions, breakage or
accident to machinery or lines of pipe, freezing of xxxxx or pipelines,
inability to obtain easements or rights-of-way, the making of repairs or
alterations to pipelines or plants, or any other cause whether of the kind
herein enumerated or otherwise, not reasonably within the control of the party
claiming "force majeure", the same shall, so far as possible, be remedied with
all reasonable dispatch. The settlement of strikes or lockouts or industrial
disputes or disturbances shall be entirely within the discretion of the party
having the difficulty, and the above requirement that any "force majeure" shall
be remedied with all reasonable dispatch, shall not require the settlement of
strikes, lockouts or industrial disputes or disturbances by acceding to the
demands of any opposing party therein when such course is inadvisable in the
discretion of the party having the difficulty.
- 14 -
ARTICLE
XIV
WARRANTY OF TITLE TO
GAS
1.
|
Seller
hereby warrants title to the Gas sold and delivered hereunder and the
right of Seller to sell the same; and the Seller warrants that all
such Gas is owned by Seller, or that Seller has the right to market said
Gas free from all liens and adverse claims, including liens to secure
payments of production taxes, severance taxes, and other taxes. Seller
agrees to indemnify Buyer/Processor and save it harmless from all suits,
actions, debts, accounts, damages, costs, losses and expenses arising from
or out of adverse claims of any and all persons, firms, or corporations to
said Gas or to royalties, overriding royalties, taxes, license fees, or
charges thereon, which are applicable before the title to the Gas passes
to Buyer/Processor. Buyer/Processor, at any time thereafter, when it shall
appear to Buyer/Processor by reason of receipt of written notice of claim
or dispute that the ownership or title to all or part of the Leases, or
the Gas produced therefrom, may be in a party or parties other than Seller
or upon learning of any other claims, liens, taxes, royalties, fees,
expenses or other adverse claims, may retain as security for the
performance of Seller's obligations with respect thereto, the entire
purchase price of the Gas until Buyer/Processor has been satisfied as to
the amount of such claim or ownership claimed, and thereafter up to the
amount of such ownership interest or claim until it has been finally
determined and satisfied or until Seller shall have furnished a bond to
Buyer/Processor in an amount and with sureties satisfactory to
Buyer/Processor, conditioned upon the protection of Buyer/Processor with
respect to such ownership or claim.
|
- 15 -
ARTICLE
XV
SELLER'S
REPRESENTATIVE
Seller
hereby appoints Trailblazer Oil and Gas, Inc., the Operator of the xxxxx drilled
or to be drilled upon the Leases dedicated hereunder and in which Seller owns an
interest, as its Representative with respect to all matters under this
Agreement, including but not limited to the following:
1.
|
To
give and receive all notices;
|
2.
|
To
make and witness any tests to be made of the Gas and measuring equipment
and adjustments to such equipment;
|
3.
|
To
deliver the quantities of Gas deliverable
hereunder;
|
4.
|
To
obtain, execute and deliver to Buyer/Processor such division order title
opinions and division orders as may be required by Buyer/Processor
hereunder; and
|
5.
|
To
comply with the requirements, rules and regulations of any duly
constituted authority having
jurisdiction.
|
Buyer/Processor
may act, and shall be fully protected in acting, in reliance upon any and all
acts and things done and performed by or agreements made with respect to all
matters dealt with herein by said Representative on behalf of Seller as fully
and with the same effect as though Seller had done, performed, made or executed
the same.
Seller
may change its Representative designated above, or designate a new
Representative from time to time by delivery of written notice of change and
designation of Representative to Buyer/Processor. The Representative so
designated shall have and may exercise all power and authority therein granted
with like effect as though named as such Representative herein in the first
instance.
ARTICLE
XVI
NOTICES
Any
notice or notices, request, demands or statements provided for in this Agreement
shall be in writing and deemed to be delivered to Seller when addressed to
Seller's Representative, and to Buyer/Processor when addressed to
Buyer/Processor and deposited in the United States Mail first class,
postage prepaid at their respective addresses as set out below, or at such
address as either party may from time to time designate as the address for such
purpose by registered or certified letter addressed to the other
party.
- 16 -
TO:
|
Seller's
Representative
|
Trailblazer
Oil and Gas, Inc.
000
Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxxx 00000
Attn:
_________________
TO:
|
BUYER/PROCESSOR
|
Natural
Gas Associates
0000
Xxxxxxx Xxxxx
0000
Xxxxxxxx - X.X. Xxx 0000
Xxxxxx,
Xxxxxxxx 8D217
Attn: X.
X. xxXxxxxxxxxxx
ARTICLE
XVII
EASEMENTS
1.
|
To
the extent that it may contractually or lawfully do so under its leasehold
interest without impairing its own similar right, Seller hereby assigns
and transfers to Buyer/Processor any easement across the Seller's
Lease(s), and across any adjoining lands in which Seller may have an
interest, for the purposes of installing, using, inspecting, repairing,
operating, replacing, and/or removing Buyer/Processor's pipe, meters,
lines, and other equipment used or useful in the performance of this
Agreement. It is intended that any property of Buyer/Processor placed in
or upon any of such land shall remain the personal property of
Buyer/Processor, subject to removal by it upon the expiration or
termination of this Agreement for any reason. Buyer/Processor shall have a
reasonable time after the expiration or termination of this Agreement to
remove same. Buyer/Processor shall indemnify and hold Seller harmless of
and from any and all claims and damages for all injuries to persons,
including death, or damage to property arising out of or incident to
Buyer/Processor's use of the easement hereunder transferred, only in the
event said claim or damage shall be the result of negligence legally
imputable to Buyer/Processor; its employees, agents, and
representatives.
|
ARTICLE
XVIII
TERM
1.
|
This
Agreement shall be effective from the date hereof and shall continue and
remain in full force and effect for the economic life of the Facilities,
unless earlier terminated by mutual Agreement between the parties hereto.
Suspension of Plant operations as defined herein shall not constitute or
provide a basis for termination of this
Agreement.
|
- 17 -
ARTICLE
XIX
DEFAULTS
1.
|
It
is covenanted and agreed that if either party shall fail to perform any of
the covenants or obligations imposed upon it under and by virtue of this
Agreement, the other party may terminate this Agreement by proceeding as
follows:
|
|
A.
|
The
party not in default shall cause a written notice to be served on the
other party in default, stating specifically the cause for terminating
this Agreement, and declaring it to be the intention of the party giving
notice to terminate the same; thereupon, the party in default shall have
thirty (30) days after the service of the aforesaid notice in which to
remedy or remove the cause or causes stated in the notice for terminating
the Agreement. If within said thirty (30) days the party in default does
so remove and remedy said cause or causes, and fully indemnifies the party
not in default for any and all consequences of such breach, then such
notice shall be withdrawn and this entire Agreement shall continue in full
force and effect.
|
|
B.
|
In
case the party 1n default does not remedy and remove the cause or causes,
or does not indemnify the party giving the notice for any and all
consequences of such breach, within said period of thirty (30) days, then
this Agreement shall become null and void from and after the expiration of
said period.
|
|
C.
|
Any
cancellation of this Agreement pursuant to the provisions of this Article
shall be without prejudice to the obligation of Buyer/Processor to make
proper settlement, accounting and distribution of proceeds to all owners
of interest in the proceeds received for Gas delivered to Buyer/Processor
hereunder and Plant Products processed therefrom to the time of
cancellation, and without waiver of any remedy to which the party not in
default may be entitled for violations of this
Agreement.
|
- 18 -
ARTICLE
XX
UNECONOMIC WELL CONNECTIONS
AND UNECONOMIC OPERATIONS OF PLANT
1.
|
The
Buyer/Processor will either install, or cause to be installed a System to
connect and receive Gas from Seller's xxxxx, which, in Buyer/Processor's
sole opinion, is economically feasible to gather. If in Buyer/Processor's
sole opinion it is uneconomic to connect one of Seller's xxxxx to
Buyer/Processor's Gathering System, Buyer/Processor shall be under no
obligation to do so, or to accept any Gas produced from said well. If
Buyer/Processor elects not to construct a System and connect a well,
Buyer/Processor nevertheless may, upon Seller's request, accept Gas from
any such well or lease if Seller shall acquire and assign without charge
to Buyer/Processor, a measuring station site on Buyer/Processor's existing
Gathering System at a mutually agreeable point, together with all
necessary rights of ingress and egress thereto, and shall bear the cost of
constructing, operating, and maintaining all facilities necessary to
deliver the Gas from such well into Buyer/Processor's Gathering System at
said mutually agreeable point. Should Seller elect not to deliver Gas from
such well, Buyer/Processor shall release from this Agreement such well and
the acreage attributable thereto, but only as to the formation in which
such well is then completed.
|
Buyer/Processor
will install or cause to be installed a System to receive Seller's Gas from
Seller's xxxxx, which, in Buyer/Processor's opinion are economically feasible to
gather. An economic well shall be defined as a well which will produce a
stabilized flow after six (6) months of two hundred
and fifty (250) MCF
per day of Gas per mile of pipeline installed by Buyer/Processor to receive
Seller's Gas. Should Buyer/Processor connect Seller's well and said well
produces a stabilized flow after six (6) months of less than two hundred
and fifty (250) MCF per day per mile of pipeline installed by
Buyer/Processor to receive Seller's Gas, Seller shall indemnify Buyer/Processor
for all costs of said connection, adjusted for actual length of pipeline and
proportional to the ratio of actual stabilized volume at the end of six (6)
months to two hundred and fifty (250) MCF per day. The
terms of said indemnification shall be negotiated between Buyer/Processor and
Seller.
Should
Buyer/Processor and Seller determine prior to connection of Seller's well that
said well will not meet the criteria for an economic well connection,
Buyer/Processor shall install the necessary System required to connect Seller's
well to Buyer/Processor's Gathering System upon receiving a written
indemnification from Seller of Buyer/Processor's actual cost for said System
pursuant to the terms above.
- 19 -
2.
|
If,
in the opinion of Buyer/Processor, the Plant is or becomes uneconomic to
operate due to its volume, quality, plant product content, governmental
regulation or any other cause, Buyer/Processor may either modify or
suspend Plant operations, in which case Buyer/Processor shall not be
obligated to take delivery of, or may cease processing the Gas from
Seller's xxxxx, so long as such condition exists. For the purposes hereof,
"uneconomic operation" shall be defined as circumstances under which
Buyer/Processor's share of net operating revenues of the Plant is
insufficient to offset actual Plant operating
costs.
|
3.
|
During
periods of uneconomic operation of the Plant and/or suspension of
operation of portions thereof. Buyer/Processor, at the request of the
Seller, shall place back in service and operate such suspended portions of
the Plant as may be necessary to accept and process Seller's Gas. In
consideration thereof, Seller agrees to reimburse Buyer/Processor, in the
same proportion as the ratio of the Gas volumes supplied by Seller bear to
the total Gas volumes supplied to the Plant by other third-party sellers,
for any losses (costs of Plant operations in excess of revenues
attributable to Plant operations after deducting payments to all
contributing producers for Gas delivered to and processed by the Plant)
incurred by Buyer/Processor during such continued uneconomic operations.
Buyer/Processor may, at its option, elect to sell the Plant rather than
operate the same under the terms of this paragraph. In such event, Seller
shall be given notice thereof and first right of refusal to purchase its
proportionate share of the Plant from Buyer/Processor based upon Seller's
then dedicated capacity thereof upon terms to be negotiated between the
parties.
|
ARTICLE
XXI
OPTIONS
1.
|
Crude
Oil Purchase Option: Seller is currently marketing all crude oil and/or
condensate produced from xxxxx drilled on the Leases dedicated hereunder
and in which Seller owns, has an interest, or is otherwise authorized to
market to a legitimate crude oil purchaser other than Associated Natural
Gas, Inc. which is active in the area of said Leases pursuant to a written
agreement currently in effect.
|
If, upon
expiration of the primary term of the crude oil purchase agreement between
Seller and the current purchaser, or effective January 1, 1984, whichever shall
first occur, should seller receive a bona fide written offer from either its
current purchaser or any other bona fide purchaser of crude oil at a price per
barrel of less than fifty ($.50) cents above that then being offered by
Associated Natural Gas, Inc., which is a price equal to the highest published
price of a major oil company for the area in question, Seller shall notify
Associated Natural Gas, Inc., at which time Associated Natural Gas, Inc., as an
independent contractor, shall be given an option and right of first refusal, to
be exercised within fifteen (15) days from receipt of such notice, to purchase
all of Seller's crude oil and/or condensate above referenced at a price
equivalent to the highest published posted price of a major oil company for the
area in question. In the event Associated Natural Gas exercises it option,
Seller agrees to enter into a Crude 011 Purchase Agreement with Associated
Natural Gas, Inc.
- 20 -
In the
event Seller should receive a bona fide written offer from such purchaser at a
price per barrel differential of fifty ($.50) cents or more above that then
being offered by Associated Natural Gas, Inc., Seller shall notify Associated
Natural Gas, Inc., at which time Associated Natural Gas, Inc., as an independent
contractor, shall be given an option and right of first refusal, to be exercised
within fifteen (15) days from receipt of such notice, to purchase all of
Seller's crude oil and/or condensate at an equivalent price. In the event
Associated Natural Gas, Inc. exercises its option, Seller agrees to enter into a
Crude Oil Purchase Agreement with Associated Natural Gas, Inc., at such
price.
In the
event Associated Natural Gas, Inc. fails to exercise any option above provided
within the fifteen (15) day period, Seller may accept the outstanding bona fide
written offer and market its crude oil and/or condensate to such purchaser for
the primary term of such agreement, the notice and option process set out above
shall be repeated.
- 21 -
ARTICLE
XXII
SHRINKAGE
Buyer/Processor
agrees to use ordinary care in transporting the Gas produced by Seller and
purchased and gathered by Buyer/Processor hereunder to its point of delivery at
the Plant, and after processing such Gas, deliver the Gas to its purchaser at
the tailgate of said Plant. However, the parties understand and agree that
certain volumetric gains and losses in the Gas will occur and shall be shared by
and among Seller and other third-party sellers, whose Gas is also being
purchased by Buyer/Processor and transported to the Plant, in the proportion
that each party delivers Gas into Buyer/Processor's Gathering System at their
respective Point(s) of Delivery.
ARTICLE
XXIII
SPECIAL
PROVISIONS
ARTICLE
XXIV
MISCELLANEOUS
1.
|
No
waiver by either Seller or Buyer/Processor of any default of the other
under this Agreement shall operate as a waiver of any future default,
whether of like or different character or nature, nor shall any failure to
exercise any right hereunder be considered as a waiver of such right in
the future.
|
2.
|
The
parties hereto assume full responsibility and liability for the
maintenance and operation of their respective properties and agree to
indemnify and save harmless the other party from all liability and expense
on account of any damages, claims or actions arising from any act or
accident in connection with the installation, presence, maintenance or
operation of the property or equipment of the indemnifying
party.
|
- 22 -
3.
|
Respecting
the rights of third parties
hereunder:
|
|
A.
|
This
Agreement shall be binding upon and inure to the benefit of the parties
hereto, their successors, assigns, heirs, administrators and/or executors.
Either party may assign his or its right, title, and interest in, to and
under this Agreement, including, without limitation, any and all renewals,
extensions, amendments, and/or supplements hereto; provided, however, that
no such assignment shall in any way operate to enlarge, alter, or change
any obligation of the other party or parties hereto. No assignment shall
be effective or binding until a copy of same has been furnished to the
other party.
|
|
B.
|
Nothing
in this Agreement, expressed or implied, confers any rights or remedies on
any person or entity not a party hereto other than successors and assigns,
or heirs, administrators or executors of the parties
hereto.
|
4.
|
Seller
agrees that Buyer/Processor, its successors and assigns, shall have the
right, but not the obligation, at any time to redeem for Seller, its
successors and assigns, or other interest owners by payment of any taxes,
deeds of trust, judgments or other liens on the Leases described in
Exhibit "A" hereto, on Seller's Gas Reserves or the production therefrom,
in the event of default of payment by Seller or other interest owners, and
be subrogated to the rights of the holder or holders thereof. Seller
further agrees that any such redemption and payment by Buyer/Processor for
the account of Seller or other interest owners shall be applied by way of
a set-off against the purchase price which Buyer/Processor would otherwise
pay to Seller and the other interest owners under Articles X and XI of
this Agreement, such set-off to continue until all payments by
Buyer/Processor under this Agreement, plus interest, have been fully
recouped by Buyer/Processor.
|
5.
|
Seller
expressly does not by the terms of this Agreement, sell, transfer or
assign unto Buyer/Processor any title or interest whatsoever in the Leases
or any pipe, meters, lines or other equipment of any nature owned or used
by Seller in the operation of its xxxxx and the
Leases.
|
6.
|
Any
notice, request, demand or statement provided for in this Agreement,
except as otherwise herein provided, shall be given in writing, delivered
in person or sent by U.S. Mail, postage prepaid to the parties at the
respective addresses herein referenced, or at such other addresses as may
be hereafter furnished by one party to the other party in
writing.
|
- 23 -
7.
|
It
is agreed that this Agreement may be ratified and adopted by any owner of
an interest in the Leases subject hereto, or any leases with which the
Leases subject hereto may be pooled or unitized, by execution and delivery
to Buyer/Processor of a separate written instrument ratifying and adopting
this Agreement insofar as said owner's interest in any such lands or
leases is concerned, whereupon such owner shall become a party Seller
under this Agreement with like force and effect and to the same extent as
though such owner had executed this Agreement at the time of its execution
and delivery; and all the terms and provisions of this Agreement shall
thereupon become binding upon Buyer/Processor and any such interest
owner.
|
8.
|
Each
Seller executing or ratifying this Agreement makes and enters into this
Agreement severally and not jointly with other sellers, and they are not
acting as partners, joint venturers, or otherwise jointly in this
transaction, and nothing herein contained or provided shall operate to
create, or be construed as creating, any such relationship. It is
essentially provided that there shall never be any joint liability against
the parties designated herein as Seller and that no single party Seller
shall be liable for the acts or omissions of any other single party
Seller.
|
9.
|
This
Agreement constitutes the entire agreement and understanding between the
parties hereto and supersedes and renders null and void and of no further
force and effect any prior understandings, negotiations or agreements
between the parties relating to the subject matter hereof. No provision of
this Agreement may be changed, modified, waived or discharged orally, and
no change, modification, waiver or amendment of any provision will be
effective except by written instrument to be executed and approved by the
parties hereto.
|
10.
|
This
Agreement shall be construed and governed by the laws of the State of
Colorado.
|
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
BUYER/PROCESSOR
- NATURAL GAS ASSOCIATES, A PARTNERSHIP
|
|||
BY: |
ASSOCIATED
NATURAL GAS, INC., MANAGING PARTNER
|
|
|
BY: |
/s/
X.X. xxXXXXXXXXXXX
|
||
X.X.
xxXXXXXXXXXXX, PRESIDENT
|
|||
SELLER
(Partnership):
|
|||
SHF
PARTNERSHIP
|
|||
,
PARTNER
|
- 24 -
ATTEST:
|
SELLER (Corporation):
|
|||
TRAILBLAZER
OIL AND GAS, INC.
|
||||
BY:
|
/s/ Xxxxxxxx X. Xxxxxx
|
BY:
|
/s/ E. Xxxxxxx Xxxxxxxx
|
|
, SECRETARY
|
, PRESIDENT
|
|||
ATTEST:
|
SELLER (Corporation):
|
|||
ALFA
RESOURCES, INC.
|
||||
BY:
|
/s/ Xxxxxx X.
Xxxxxxx
|
BY:
|
/s/ Xxxxxxxx X. Xxx
|
|
ASST., SECRETARY
|
, SECRETARY
TREASURER
|
|||
ATTEST:
|
SELLER (Corporation):
|
|||
PULSAR
OIL AND GAS, INC.
|
||||
BY:
|
/s/ Xxxxx Xxxxxxx
|
BY:
|
/s/ Xxxxxx X. Xxxxxxxxx
|
|
,
SECRETARY
|
, PRESIDENT
|
|||
ATTEST:
|
SELLER (Corporation):
|
|||
OVERTHRUST
OIL ROYALTY CORPORATION
|
||||
BY:
|
/s/ Xxxxxx X.
Xxxxxx
|
BY:
|
/s/ Xxxxxx X
Xxxxx
|
|
, SECRETARY
|
, PRESIDENT
|
|||
SELLER (Corporation):
|
||||
ATTEST:
|
CORVETTE
PETROLEUM, LTD.
|
|||
BY:
|
BY:
|
|||
, SECRETARY
|
, PRESIDENT
|
|||
ATTEST
|
SELLER (
Individual ):
|
|||
XXXXXX
XXXXXX
|
||||
BY:
|
/s/ Xxxxxxxx X. Xxxxxx
|
BY:
|
/s/ Xxxxxx Xxxxxx
|
|
Xxxxxx
Xxxxxx
|
||||
SELLER (Individual):
|
||||
ATTEST
|
XXXX
X. XXXXXXXX
|
|||
BY:
|
/s/ Xxxxxxxx X. Xxxxxx
|
BY:
|
/s/ Xxxx X. Xxxxxxxx
|
|
Xxxx
X. Xxxxxxxx
|
- 25 -
ATTEST:
|
SELLER (Corporation):
|
|||
TRAILBLAZER
OIL AND GAS, INC.
|
||||
BY:
|
BY:
|
|||
, SECRETARY
|
, PRESIDENT
|
|||
ATTEST:
|
SELLER (Corporation):
|
|||
ALFA
RESOURCES, INC.
|
||||
BY:
|
BY:
|
|||
ASST., SECRETARY
|
, SECRETARY
TREASURER
|
|||
ATTEST:
|
SELLER (Corporation):
|
|||
PULSAR
OIL AND GAS, INC.
|
||||
BY:
|
BY:
|
|||
,
SECRETARY
|
, PRESIDENT
|
|||
ATTEST:
|
SELLER (Corporation):
|
|||
OVERTHRUST
OIL ROYALTY CORPORATION
|
||||
BY:
|
BY:
|
|||
, SECRETARY
|
, PRESIDENT
|
|||
SELLER (Corporation):
|
||||
ATTEST:
|
CORVETTE
PETROLEUM, LTD.
|
|||
BY:
|
/s/ Xxxxxx X. Xxxx
|
BY:
|
/s/ Xxxx X. Xxxxxxxx
|
|
, SECRETARY
|
, PRESIDENT
|
|||
ATTEST
|
SELLER (
Individual ):
|
|||
XXXXXX
XXXXXX
|
||||
BY:
|
BY:
|
|||
Xxxxxx
Xxxxxx
|
||||
SELLER (Individual):
|
||||
ATTEST
|
XXXX
X. XXXXXXXX
|
|||
BY:
|
BY:
|
|||
Xxxx
X. Xxxxxxxx
|
- 26 -
STATE
OF COLORADO
|
)
|
) ss.
|
|
CITY
AND COUNTY OF DENVER
|
)
|
Before
me, Xxxxxxx
Xxxxx, a Notary Public in and for said County and State, on this
21 day of September, 1983,
personally appeared X. X. xxXxxxxxxxxxx, known to me to be the President of
Associated Natural Gas, Inc., a Colorado corporation, the Managing Partner of
Natural Gas Associates, a Colorado Partnership, on behalf of said partnership
and acknowledged to me that he executed this Agreement for the uses and purposes
therein set forth.
Given
under my hand and seal of office this 21 day
of September, 1983.
/s/
Xxxxxxx Xxxxx
|
||
NOTARY
PUBLIC
|
||
00000
Xxxxx Xxx
|
||
MY
COMMISSION EXPIRES:
|
Xxxxxxxxxxx,
XX 00000
|
|
0-00-00
|
XXXXX
XX XXXXXXXX
|
)
|
) ss.
|
|
CITY
AND COUNTY OF GREELEY
|
)
|
Before
me,__________, a Notary Public in and for said County and State, on this
_________ day of __________, 1983, personally appeared ________, known to me to
be the partner of SHF Partnership, a Colorado general partnership, on behalf of
said partnership, and acknowledged to me that he executed the same as his free
act and deed and for the considerations and purposes therein expressed, and as
the act and deed of said partnership and in the capacity therein
stated.
Given
under my hand and seal of office this ______ day of ________, 1983.
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
||
STATE
OF COLORADO
|
)
|
) ss.
|
|
CITY
AND COUNTY OF DENVER
|
)
|
Before
me, Xxxxxxxx X.
Xxxxxx, a Notary Public in and for said County and State, on this 7th day of September, 1983,
personally appeared E.
Xxxxxxx Xxxxxxxx, and ________, known to me to be the President and
Secretary, respectively, of Trailblazer Oil and Gas, Inc., a Utah corporation,
on behalf of said corporation and acknowledged to me that they executed this
Agreement for the considerations and purposes therein set forth.
Given
under my hand and seal of office this 7th day of September, 1983.
/s/
Xxxxxxxx X. Xxxxxx
|
||
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
||
September
18, 0000
|
- 00 -
XXXXX
XX XXXXXXXX
|
)
|
) ss.
|
|
CITY
AND COUNTY OF DENVER
|
)
|
Before
me, Xxxxxxxx
Xxxxx , a Notary Public in and for said County and State, on this 7 day of Sept, 1983,
personally appeared ________________ and Xxxxxxxx X. Xxx known
to me to be the President and Secretary, respectively, of Alfa Resources, Inc.,
a Colorado corporation, on behalf of said corporation and acknowledged to me
that they executed this Agreement for the considerations and purposes therein
set forth.
Given
under my hand and seal of office this 7 day of Sept.,
1983.
/s/
Xxxxxxxx Xxxxx
|
||
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
0000
Xx. XXXXXXXX
|
|
XXXXXX,
XX 00000
|
||
6/24/85
|
STATE
OF COLORADO
|
)
|
) ss.
|
|
CITY
AND COUNTY OF DENVER
|
)
|
Before
me, Xxxxxxxx
Xxxxx, a Notary Public in and for said County and State, on this 7 day of Sept, 1983,
personally appeared Xxxxxx X.
Xxxxxxxxx and Xxxxx Xxxxxxx, known
to me to be the President and Secretary respectively, of Pulsar Oil and Gas,
Inc., a Utah corporation, on behalf of said corporation and acknowledged to me
that they executed this Agreement for the considerations and purposes therein
set forth.
Given
under my hand and seal of office this 7 day of Sept,
1983.
/s/
Xxxxxxxx Xxxxx
|
||
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
0000
Xx. XXXXXXXX
|
|
XXXXXX,
XX 00000
|
||
6/24/85
|
STATE
OF COLORADO
|
)
|
) ss.
|
|
CITY
AND COUNTY OF DENVER
|
)
|
Before
me, Xxxxx X.
Xxxxxxxx, a Notary
Public in and for said County and State, on this 7 day of Sept, 1983,
personally appeared Xxxxxx
Xxxxxx and Xxxxxx X. Xxxxx,
known to me to be the President and Secretary, respectively, of Overthrust Oil
Royalty Corporation, a Colorado corporation, on behalf of said corporation and
acknowledged to me that they executed this Agreement; for the considerations and
purposes therein set forth.
Given
under my hand and seal of office this 7 day of Sept,
1983,
/s/
Xxxxx X. Xxxxxxxx
|
||
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
||
12-31-86
|
- 28 -
)
|
|
) ss.
|
|
)
|
Before
me,_________, a Notary Public in and for said County and State, on
this ________ day of _________1983 personally appeared ________ and ________,
known to me to be the President and Secretary, respectively, of Corvette
Petroleum, Ltd., a British Columbia corporation, on behalf of said corporation
and acknowledged to me that they executed this Agreement for the considerations
and purposes therein set forth.
Given
under my hand and seal of office this ________ day of ________,
1983
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
||
STATE
OF COLORADO
|
)
|
) ss.
|
|
CITY
AND COUNTY OF DENVER
|
)
|
Before
me, Xxxxxxxx
X. Xxxxxx, a Notary
Public in and for said County and State, on this 7th day of September,
1983 personally appeared Xxxxxx Xxxxxx to me
known to be the person described in and who executed the foregoing Agreement for
and considerations and purposes therein set forth.
Given,
under my hand and seal of office this 7th day of September,
1983
/s/
Xxxxxxxx X. Xxxxxx
|
||
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
||
September
18, 0000
|
XXXXX
XX XXXXXXXX
|
)
|
) ss.
|
|
CITY
AND COUNTY OF DENVER
|
)
|
Before
me, Xxxxxxxx X.
Xxxxxx, a Notary Public in and for said County and State, on this 7th day of September, 1983
personally appeared Xxxx X. Xxxxxxxx to
me known to be the person described in and who executed the foregoing Agreement
for and considerations and purposes therein set forth.
Given
under my hand and seal of office this 7th day September,
1983
/s/
Xxxxxxxx X. Xxxxxx
|
||
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
||
September
18, 0000
|
- 00 -
XXXXXXXX
XX XXXXXXX XXXXXXXX
|
)
|
) ss.
|
|
CITY
OF VANCOUVER
|
)
|
Before
me, Xxxxxx X.
Xxxxx, a Notary Public in and for said County and State, on this 13th day of September,,1983
personally appeared J.
Xxxxxxx Xxxxxxxx and Xxxxxx X. Xxxx, known
to me to be the President and Secretary, respectively, of Corvette Petroleum,
Ltd., a British Columbia corporation, on behalf of said corporation
and acknowledged to me that they executed this Agreement for the
considerations and purposes therein set forth.
Given
under my hand and seal of office this 13th day of September,
1983
/s/
Xxxxxx X. Xxxxx
|
||
NOTARY
PUBLIC
|
||
XXXXXX
X. XXXXX
|
||
MY
COMMISSION EXPIRES:
|
BARRISTER
& SOLICITOR
STE.
1202 000 XXXX XXXXXX XX.
XXXXXXXXX,
X.X X0X 0X0
TELEPHONE:
(000) 000-0000
|
|
N/A
|
STATE
OF COLORADO
|
)
|
) ss.
|
|
CITY
AND COUNTY OF DENVER
|
)
|
Before
me, ________, a Notary Public in and for said County and State, on this ________
day of ________, 1983 personally appeared ________ to me known to be the person
described in and who executed the foregoing Agreement for and considerations and
purposes therein set forth.
Given
under my hand and seal of office this ________ day of ________,
1983
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
||
STATE
OF COLORADO
|
)
|
) ss.
|
|
CITY
AND COUNTY OF DENVER
|
)
|
Before
me, ________ a Notary Public in and for said County and State, on this
________day of _________, 1983 personally appeared_______ to me known to be the
person described in and who executed the foregoing Agreement for and
considerations and purposes therein set forth.
Given
under my hand and seal of office this ____ day of ____, 1983
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
||
- 30 -
ATTEST:
|
SELLER (Corporation):
|
|||
TRAILBLAZER
OIL AND GAS, INC.
|
||||
BY:
|
BY:
|
|||
, SECRETARY
|
, PRESIDENT
|
|||
ATTEST:
|
SELLER (Corporation):
|
|||
ALFA
RESOURCES, INC.
|
||||
BY:
|
BY:
|
|||
ASST., SECRETARY
|
, SECRETARY
TREASURER
|
|||
ATTEST:
|
SELLER (Corporation):
|
|||
PULSAR
OIL AND GAS, INC.
|
||||
BY:
|
BY:
|
|||
,
SECRETARY
|
, PRESIDENT
|
|||
ATTEST:
|
SELLER (Corporation):
|
|||
OVERTHRUST
OIL ROYALTY CORPORATION
|
||||
BY:
|
BY:
|
|||
, SECRETARY
|
, PRESIDENT
|
|||
SELLER (Corporation):
|
||||
ATTEST:
|
CORVETTE
PETROLEUM, LTD.
|
|||
BY:
|
BY:
|
|||
, SECRETARY
|
, PRESIDENT
|
|||
ATTEST
|
SELLER (
Individual ):
|
|||
XXXXXX
XXXXXX
|
||||
BY:
|
BY:
|
|||
Xxxxxx
Xxxxxx
|
||||
SELLER (Individual):
|
||||
ATTEST
|
XXXX
X. XXXXXXXX
|
|||
BY:
|
BY:
|
|||
Xxxx
X. Xxxxxxxx
|
||||
SELLER (Partnership)
|
||||
SHF
|
||||
BY:
|
/s/ Xxxxxxxx X. Xxxxxx
|
/s/ H. Xxxxx Xxxxxx
|
||
, Partner
|
- 31 -
STATE
OF COLORADO
|
)
|
) ss.
|
|
CITY
AND COUNTY OF DENVER
|
)
|
Before
me, __________, a Notary Public in and for said County and State, on this
________ day of ________, 1983, personally appeared X. X. xxXxxxxxxxxxx,
known to me to be the President of Associated Natural Gas, Inc., a Colorado
corporation, the Managing Partner of Natural Gas Associates, a Colorado
Partnership, on behalf of said partnership and acknowledged to me that he
executed this Agreement for the uses and purposes therein set
forth.
Given
under my hand and seal of office this ________ day of ________,
1983.
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
||
STATE
OF COLORADO
|
)
|
) ss.
|
|
CITY
AND COUNTY OF GREELEY
|
)
|
Before
me, Xxxxxxxx X.
Xxxxxx, a Notary Public in and for said County and State, on this 19th day September, 1983, personally
appeared H. Xxxxx
Xxxxxx, known to me to be the partner of SHF Partnership, a Colorado
general partnership, on behalf of said partnership, and acknowledged to me that
he executed the same as his free act and deed and for the considerations and
purposes therein expressed, and as the act and deed of said partnership and in
the capacity therein stated.
Given
under my hand and seal of office this 19th day of September,
1983.
/s/
Xxxxxxxx X. Xxxxxx
|
||
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
||
September
18, 0000
|
XXXXX
XX XXXXXXXX
|
)
|
) ss.
|
|
CITY
AND COUNTY OF DENVER
|
)
|
Before
me, ________, a Notary Public in and for said County and State, on this ________
day of ________, 1983, personally appeared ________ and ______________, known to
me to be the President and Secretary, respectively, of Trailblazer Oil and Gas,
Inc., a Utah corporation, on behalf of said corporation and acknowledged to me
that they executed this Agreement for the considerations and purposes therein
set forth.
Given
under my hand and seal of office this ________day of , ________,
1983.
NOTARY
PUBLIC
|
||
MY
COMMISSION EXPIRES:
|
||
- 32 -
EXHIBIT
"A"
Lease
Schedule
LESSOR
|
LESSEE
|
DESCRIPTION
|
LEASE
EXPIRATION
DATE
|
BOOK
|
REC.
NO.
|
GROSS
ACRES
|
NET
ACRES
|
WORKING
INTEREST
%
|
NET
REVENUE
%
|
||
(A)Ruby
Xxxxxx Xxxxxxx/First National. Bank of Xxxxxxx
|
Xxxxxxx
Petroleum
Corp.
of Michigan
|
Township
6 North, Range 66 West
Sec.
6: W½SW¼, part of the NW½NW½ Sec. 7: NW¼
|
8/30/83*
|
932
|
1853646
|
304.93
|
225.85
|
100%
|
77.5%
|
||
(B)Xxxx
Xxxxxx Xxxxxxx
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
6 North, Range 66 West
Sec.
7: NW½ (Lots 1 & 2)
|
8/30/83*
|
932
|
1853645
|
-
|
79.08
|
100%
|
77.5%
|
||
(B)Xxxxxxx
X. Xxxxxxx, et ux,
Xxxxx
X. Xxxxxxx, et ux,
&
Xxxxxxxx X. Xxxxx, et vir
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 North, Range 66 West
Sec.
33: SW¼
|
10/05/84
|
939
|
1860790
|
79.317
|
39.66
|
100%
|
77.5%
|
||
Xxxx
Xxxx
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 North, Range 66 West
Sec.
21: SW¼
|
7/08/86
|
958
|
1879881
|
160,00
|
160.00
|
100%
|
78.0%
|
||
Xxxxxxx
X. Xxxxxx, et
ux
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 forth, Range 00 Xxxx
Xxx.
00: NW½
|
7/25/86
|
931
|
1852675
|
138.00
|
138.00
|
100%
|
73.0%
|
||
Xxx
Xxxx and Xxxxx Xxxxx,
Trustees
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 forth, Range 00 Xxxx
Xxx.
00: NE¼
|
8/31/86
|
932
|
1854407
|
160.00
|
160.00
|
100%
|
78.0%
|
||
Xxx
X. Xxxxx, et xx
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 North. Range 66 West
Sec.
31: NE¼
|
6/11/84
|
932
|
1854406
|
160.00
|
160.00
|
100%
|
78.0%
|
||
T.
Xxxxxx Xxxxxxxx, et
ux
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 North, Range 66 West
Sec.
32: SE¼ and part of the SW¼
|
6/09/83*
|
933
|
1854579
|
243.60
|
243.60
|
100%
|
78.0%
|
||
Xxxxxx
Xxxxxxxxx, et
ux
|
X.X.
XXXXXXX
|
Township
7 North, Range 00 Xxxx
Xxx.
00: Xxx X - XXx
|
7/06/83*
|
909
|
1830787
|
155.48
|
155.48
|
94.89124%
|
78.0%
|
- 33 -
EXHIBIT
"A"
Lease
Schedule
LESSOR
|
LESSEE
|
DESCRIPTION
|
LEASE
EXPIRATION
DATE
|
BOOK
|
REC.
NO.
|
GROSS
ACRES
|
NET
ACRES
|
WORKING
INTEREST
%
|
NET
REVENUE
%
|
||
(A)Xxxxxx
X. Xxxx
|
X.X.
XXXXXXX
|
Township
6 North, Range 66 West
Sec.
7: E½
|
4/14/83*
|
909
|
1830794
|
330.00
|
110.00
|
100%
|
78.0%
|
||
(B)Xxxxx
Xxxxxxx
|
X.X.
XXXXXXX
|
Township
6 North, Range 66 West
Sec.
7: E½
|
4/30/83*
|
909
|
1830795
|
-
|
110.00
|
100%
|
78.0%
|
||
{C)Xxxxxxx
X. Xxxx
|
X.X.
XXXXXXX
|
Township
6 North, Range 66 West
Sec.
7: E½
|
4/30/83*
|
909
|
1830797
|
-
|
110.00
|
100%
|
78.0%
|
||
|
|||||||||||
Xxxxxxxxx
Farms, Colorado
Partnahip
|
X.X.
XXXXXXX
|
Township
6 North, Range 66 West
Sec.
4: NW¼, W½NE¼
|
7/31/85
|
915
|
1837161.
|
240.00
|
240.00
|
100%
|
78.0%
|
||
Xxx
Xxxxxxxx, Inc. Colorado
Corporation
|
X.X.
XXXXXXX
|
Township
7 North, Range 66 West
Sec.
33: SE¼
Sec.
34: S½
|
7/04/83*
|
915
|
1837165
|
480.00
|
480.00
|
100%
|
78.0%
|
||
Xxx
Xxxxxxxx, Inc. Colorado
Corporation
|
X.X.
XXXXXXX
|
Township
6 North, Range 66 West
Sec. 2:
Part of NW¼
Sec. 10:
NE¼
|
7/04/83*
|
915
|
1837166
|
262.00
|
262.00
|
100%
|
78.0%
|
||
Xxx
X. Xxxxxxxx
|
X.X.
XXXXXXX
|
Township
7 North, Range 66 West
Sec. 34:
NW¼
|
7/04/83*
|
915
|
1837164
|
175.00
|
175.00
|
100%
|
78.0%
|
||
Xxxxx
X. Xxxxxxxx
|
X.X.
XXXXXXX
|
Township
7 North, Range 66 West
Sec.
25: Part of E½
|
7/04/83*
|
915
|
1837163
|
152.00
|
152.00
|
100%
|
78.0%
|
||
Xxxxx
Xxxxxx Xxxxxxxx
|
X.X.
XXXXXXX
|
Township
7 North, Range 66 West
Sec.
36: NE¼ and part of
NW3/4
|
7/31/85
|
915
|
1837162
|
163.40
|
163.40
|
100%
|
78.0%
|
||
Xxx
Xxxxxxx & Sons, Inc.
|
X.X.
XXXXXXX
|
Township
7 North, Range 66 West
Sec.
27: NE¼
|
7/20/83**
|
915
|
1837156
|
160.00
|
160.00
|
100%
|
78.0%
|
- 34 -
EXHIBIT
"A"
Lease
Schedule
LESSOR
|
LESSEE
|
DESCRIPTION
|
LEASE
EXPIRATION
DATE
|
BOOK
|
REC.
NO.
|
GROSS
ACRES
|
NET
ACRES
|
WORKING
INTEREST
%
|
NET
REVENUE
%
|
||
Xxxxx
X. Xxxxxx, et
ux
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 North, Range 66 West
Sec.
20: Part of N½SE¼
|
7/01/86
|
946
|
1868292
|
301.00
|
301.00
|
94.89124%
|
74.02%
|
||
Xxxxxx
Xxxxxxx, and
Xxxxxxx X. Xxxxxx
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 North, Range 66 West
Sec.
21: and part of SE¼
|
6/11/86
|
946
|
1868285
|
301.00
|
301.00
|
100%
|
78.0%
|
||
Xxxxxxx
X. Xxxxxx, et
ux , as joint tenants
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 North, Range 66 West
Sec.
28: Part of NW¼ and part of Sec. 29: Part of NE¼
|
6/15/86
|
946
|
1868288
|
177.00
|
177.00
|
94.89124%
|
74.02%
|
||
Xxxxx
Xxxxx Xxxxxxx & Co.,
A Colorado Part.
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 North, Range 66 West
Sec.
28: Lot "A"-part of SW¼
|
6/17/86
|
953
|
1875261
|
102.00
|
102.00
|
94.89124%
|
74.02%
|
||
(A)
Xxxxxx X. Xxxxxx, representative
of estate
of Pearl M. Xxxx
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 North, Range 66 West
Sec.
28: SE¼, part of W½ and part of SW¼NE¼
|
6/12/86
|
946
|
1868293
|
220.00
|
42.165
|
94.89124%
|
74.02%
|
||
(B)Xxxxxx
X. Xxxxxx, representative
of estate
of Xxxxxxxx-Xxxxxxx
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 North, Range 66 West
Sec.
28: SE¼, part of and part of SW¼NE¼
|
6/12/86
|
946
|
1868283
|
42.165
|
94.89124%
|
74.02%
|
|||
(C)
Xxxxxx Xxxxxxx, and
Xxxxxxx X. Xxxxxxx
|
Xxxxxxx
Petroleum,
Corp.
of Xxxxxxxx
|
Xxxxxxxx
0 Xxxxx, Xxxxx 00 Xxxx
Xxx,
00: SE¼, part of W½ and part of SW¼NE¼
|
6/12/86
|
946
|
1868286
|
84.33
|
94.89124%
|
74.02%
|
|||
(A)
Xxxxxx Xxxxxxxx, et
ux
|
Xxxxxxx
Petroleum,
Corp.
of Michigan
|
Township
7 North, Range 66 West
Sec.
20: SE¼SE¼, SW¼SE¼ and part of NW¼SE¼
|
6/02/85
|
971
|
1896717
|
85.00
|
42.50
|
94.89124%
|
74.02%
|
- 35 -
EXHIBIT
"A"
Lease
Schedule
LESSOR
|
LESSEE
|
DESCRIPTION
|
LEASE
EXPIRATION DATE
|
BOOK
|
REC.
NO.
|
GROSS
ACRES
|
NET
ACRES
|
WORKING
INTEREST %
|
NET
REVENUE %
|
|||
(B)Xxxxxx
Xxxxxxxx, et ux
|
Xxxxxxx
Petroleum, Company
|
Township
7 North, Range 66 West
Sec.
20; SE¼SE¼, SW¼SE¼ and
part of NW¼SE¼
|
6/02/85
|
946
|
1868291
|
-
|
42.50
|
94.89124%
|
74.02%
|
|||
Xxxx
X. Xxxxx
|
Xxxxxxx
Petroleum, Company
|
Township
7 North, Range 66 West
Sec.
20: Part of SE¼SE¼;
|
6/17/86
|
956
|
1877714
|
81.09
|
67.14
|
94.89124%
|
74.02%
|
|||
Xxxxxx
X. Xxxxxx, et ux
|
X.X.
Xxxxxxx
|
Township
7 North, Range 66 West
Sec.
29: Part of E½
|
9/15/86
|
958
|
1879882
|
180.00
|
180.00
|
94.89124%
|
74.02%
|
|||
Xxxxxx
X. Xxxxxxxx, et ux
|
Xxxxxxx
Petroleum, Company
|
Township
7 North, Range 66 West
Sec.
21: Part of N½SW¼NW¼
|
1½4/84
|
956
|
1877715
|
9.20
|
9.20
|
100%
|
78.0%
|
|||
Xxxxxx
X. Xxxxxxx, et ux
|
Xxxxxxx
Petroleum, Company
|
Township
7 North, Range 66 West
Sec.
21: Parcel "A" - S½SW¼NW¼ and
|
1½4/84
|
961
|
1883692
|
27.00
|
27.00
|
100%
|
78.0%
|
|||
X.
Xxxxx Xxxxxxxxx,
|
Xxxxxxx
Petroleum, Company
|
Township
7 North, Range 00 Xxxx
Xxx
00: N½ W½ NW¼
|
1½4/84
|
960
|
1882662
|
40.00
|
40.00
|
100%
|
78.0%
|
|||
Xxxx
Xxxxxx Xxxxxx
|
Xxxxxxx
Petroleum, Company
|
Xxxxxxxx
0 Xxxxx, Xxxxx 00 Xxxx
Xxx.
00: W½NW¼
|
11/19/84
|
960
|
1882663
|
80.00
|
80.00
|
100%
|
78.0%
|
|||
Xxxxx
X. Xxxxxx, et ux
|
Xxxxxxx
Petroleum, Company
|
Township
7 North, Range 66 West
Sec. 21:
Part of S½W½NW¼
|
1½4/84
|
960
|
1882661
|
10.00
|
10.00
|
100%
|
78.0%
|
|||
Xxxx
Xxxxxxx, et ux
|
Carbonit
Exploration
|
Township
7 North, Range 66 West
Sec.
29: Part of E½
|
7/14/84
|
933
|
1854757
|
140.70
|
140.70
|
100%
|
78.0%
|
|||
5,117.717
|
5,012.770
|
FOOTNOTES:
*
|
Lease
held by production
|
**
|
Lease
term extended to October 4, 1983 at which time the obligatory well will be
drilled.
|
- 36 -
RECORDED
EXEMPTION NO.
B 0993
XXX 01923141 04/11/83 15:32 $30.O0 9/010
F 0819
XXXX XXX XXXXXXXXXX CLERK & RECORDER WELD CO, CO
Exhibit
"B"
Xxxxx
Plant Site
LOCATION
MAP
Scale
1:8000
- 37 -
Exhibit
"C"
INLET GAS
ANALYSIS
XXXXX
PLANT
Mole
%
|
GPM
|
|||||
Hydrogen
Sulfide
|
(H2S)
|
0.00
|
||||
Nitrogen
|
(N2)
|
3.31
|
||||
Carbon
Dioxide
|
(CO2)
|
1.27
|
||||
Methane
|
(C1)
|
76.77
|
||||
Ethane
|
(C2)
|
6.25
|
||||
Propane
|
(C3)
|
5.69
|
1.57
|
|||
Iso-Butane
|
(iC4)
|
1.00
|
0.32
|
|||
Normal-Butane
|
(nC4)
|
3.21
|
1.01
|
|||
ISO-Pentane
|
(iC5)
|
0.79
|
0.29
|
|||
Normal-Pentane
|
(nC5)
|
0.98
|
0.35
|
|||
Hexanes
Plus
|
(C6+)
|
0.73
|
0.33
|
|||
100.00
|
3.87
|
- 38
-